Exhibit 4.11


 


AMENDED AND RESTATED DECLARATION


 


OF TRUST


 


CITY NATIONAL CAPITAL TRUST I


 


Dated as of [•], 2009


 

















 


TABLE OF CONTENTS


 


	
   

  	
   

  	
  Page

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE I.

  	
  INTERPRETATION AND DEFINITIONS

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 1.1

  	
  Definitions

  	
  1

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE II.

  	
  TRUST INDENTURE ACT

  	
  7

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 2.1

  	
  Trust Indenture Act;
  Application

  	
  7

  	
   

  
	
  Section 2.2

  	
  Lists of Holders of
  Securities

  	
  8

  	
   

  
	
  Section 2.3

  	
  Reports by the
  Institutional Trustee

  	
  8

  	
   

  
	
  Section 2.4

  	
  Periodic Reports to
  Institutional Trustee

  	
  8

  	
   

  
	
  Section 2.5

  	
  Evidence of Compliance
  with Conditions Precedent

  	
  8

  	
   

  
	
  Section 2.6

  	
  Declaration Defaults;
  Waiver

  	
  9

  	
   

  
	
  Section 2.7

  	
  Declaration Default;
  Notice

  	
  10

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE III.

  	
  ORGANIZATION

  	
  11

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 3.1

  	
  Name

  	
  11

  	
   

  
	
  Section 3.2

  	
  Office

  	
  11

  	
   

  
	
  Section 3.3

  	
  Purpose

  	
  11

  	
   

  
	
  Section 3.4

  	
  Authority

  	
  11

  	
   

  
	
  Section 3.5

  	
  Title to Property of
  the Trust

  	
  11

  	
   

  
	
  Section 3.6

  	
  Powers and Duties of
  the Administrative Trustees

  	
  12

  	
   

  
	
  Section 3.7

  	
  Prohibition of Actions
  by the Trust and the Trustees

  	
  14

  	
   

  
	
  Section 3.8

  	
  Powers and Duties of
  the Institutional Trustee

  	
  15

  	
   

  
	
  Section 3.9

  	
  Certain Duties and
  Responsibilities of the Institutional Trustee

  	
  17

  	
   

  
	
  Section 3.10

  	
  Certain Rights of
  Institutional Trustee

  	
  19

  	
   

  
	
  Section 3.11

  	
  Delaware Trustee

  	
  21

  	
   

  
	
  Section 3.12

  	
  Execution of Documents

  	
  22

  	
   

  
	
  Section 3.13

  	
  Not Responsible for
  Recitals or Issuance of Securities

  	
  22

  	
   

  
	
  Section 3.14

  	
  Duration of Trust

  	
  22

  	
   

  
	
  Section 3.15

  	
  Mergers

  	
  22

  	
   

  
	
  Section 3.16

  	
  Paying Agent

  	
  24

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IV.

  	
  SPONSOR

  	
  24

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 4.1

  	
  Sponsor’s Purchase of
  Common Securities

  	
  24

  	
   

  
	
  Section 4.2

  	
  Responsibilities of the
  Sponsor

  	
  24

  	
   

  
	
  Section 4.3

  	
  Exchanges by the
  Sponsor

  	
  25

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE V.

  	
  TRUSTEES

  	
  26

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 5.1

  	
  Number of Trustees

  	
  26

  	
   

  



 


-i-

















 


	
  Section 5.2

  	
  Delaware Trustee

  	
  26

  	
   

  
	
  Section 5.3

  	
  Institutional Trustee;
  Eligibility

  	
  26

  	
   

  
	
  Section 5.4

  	
  Qualifications of
  Administrative Trustees and Delaware Trustee Generally

  	
  27

  	
   

  
	
  Section 5.5

  	
  Initial Trustees;
  Additional Powers of Administrative Trustees

  	
  27

  	
   

  
	
  Section 5.6

  	
  Appointment, Removal
  and Resignation of Trustees

  	
  28

  	
   

  
	
  Section 5.7

  	
  Vacancies among
  Trustees

  	
  30

  	
   

  
	
  Section 5.8

  	
  Effect of Vacancies

  	
  30

  	
   

  
	
  Section 5.9

  	
  Meetings

  	
  30

  	
   

  
	
  Section 5.10

  	
  Delegation of Power

  	
  31

  	
   

  
	
  Section 5.11

  	
  Merger, Conversion,
  Consolidation or Succession to Business

  	
  31

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VI.

  	
  DISTRIBUTIONS

  	
  31

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 6.1

  	
  Distributions

  	
  31

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VII.

  	
  ISSUANCE OF SECURITIES

  	
  31

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 7.1

  	
  General Provisions
  Regarding Securities

  	
  31

  	
   

  
	
  Section 7.2

  	
  Issuance of Securities;
  Purchase of Junior Subordinated Debt Securities

  	
  32

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE VIII.

  	
  TERMINATION OF TRUST

  	
  33

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 8.1

  	
  Termination of Trust

  	
  33

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE IX.

  	
  TRANSFER OF INTERESTS

  	
  34

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 9.1

  	
  Transfer of Securities

  	
  34

  	
   

  
	
  Section 9.2

  	
  Transfer of
  Certificates

  	
  34

  	
   

  
	
  Section 9.3

  	
  Deemed Security Holders

  	
  35

  	
   

  
	
  Section 9.4

  	
  Book Entry Interests

  	
  35

  	
   

  
	
  Section 9.5

  	
  Notices to Clearing
  Agency

  	
  36

  	
   

  
	
  Section 9.6

  	
  Appointment of
  Successor Clearing Agency

  	
  36

  	
   

  
	
  Section 9.7

  	
  Definitive Trust
  Preferred Security Certificates

  	
  36

  	
   

  
	
  Section 9.8

  	
  Mutilated, Destroyed,
  Lost or Stolen Certificates

  	
  37

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE X.

  	
  LIMITATION OF LIABILITY OF HOLDERS OF SECURITIES,
  TRUSTEES OR OTHERS

  	
  37

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 10.1

  	
  Liability

  	
  37

  	
   

  
	
  Section 10.2

  	
  Exculpation

  	
  38

  	
   

  
	
  Section 10.3

  	
  Fiduciary Duty

  	
  38

  	
   

  
	
  Section 10.4

  	
  Indemnification

  	
  39

  	
   

  
	
  Section 10.5

  	
  Outside Businesses

  	
  41

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XI.

  	
  ACCOUNTING

  	
  42

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 11.1

  	
  Fiscal Year

  	
  42

  	
   

  
	
  Section 11.2

  	
  Certain Accounting
  Matters

  	
  42

  	
   

  



 


-ii-

















 


	
  Section 11.3

  	
  Banking

  	
  43

  	
   

  
	
  Section 11.4

  	
  Withholding

  	
  43

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XII.

  	
  AMENDMENTS AND MEETINGS

  	
  43

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 12.1

  	
  Amendments

  	
  43

  	
   

  
	
  Section 12.2

  	
  Meetings of the Holders
  of Securities; Action by Written Consent

  	
  45

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIII.

  	
  REPRESENTATIONS OF INSTITUTIONAL TRUSTEE AND DELAWARE
  TRUSTEE

  	
  47

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 13.1

  	
  Representations and
  Warranties of Institutional Trustee

  	
  47

  	
   

  
	
  Section 13.2

  	
  Representations and
  Warranties of Delaware Trustee

  	
  47

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  ARTICLE XIV.

  	
  MISCELLANEOUS

  	
  48

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Section 14.1

  	
  Notices

  	
  48

  	
   

  
	
  Section 14.2

  	
  Governing Law; Waiver
  of Jury Trial

  	
  49

  	
   

  
	
  Section 14.3

  	
  Intention of the
  Parties

  	
  49

  	
   

  
	
  Section 14.4

  	
  Headings

  	
  49

  	
   

  
	
  Section 14.5

  	
  Successors and Assigns

  	
  49

  	
   

  
	
  Section 14.6

  	
  Partial Enforceability

  	
  50

  	
   

  
	
  Section 14.7

  	
  Counterparts

  	
  50

  	
   

  



 


ANNEXES AND EXHIBITS


 


	
  ANNEX I

  	
  Terms of [•]% Trust Preferred Securities and
  Common Securities

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  EXHIBIT A-1

  	
  Form of Trust Preferred Security Certificate

  	
   

  	
   

  
	
  EXHIBIT A-2

  	
  Form of Common Security Certificate

  	
   

  	
   

  
	
  EXHIBIT B

  	
  Specimen of Junior Subordinated Debt Security

  	
   

  	
   

  
	
  EXHIBIT C

  	
  Underwriting Agreement

  	
   

  	
   

  



 


-iii-

















 


CROSS-REFERENCE TABLE*


 


	
  Section of 

  Trust Indenture Act of 1939,

  as amended

  	
   

  	
  Section of 

  Declaration of Trust

  
	
  310(a)

  	
   

  	
  5.3(a)

  
	
  310(c)

  	
   

  	
  Inapplicable

  
	
  311(c)

  	
   

  	
  Inapplicable

  
	
  312(a)

  	
   

  	
  2.2(a)

  
	
  312(b)

  	
   

  	
  2.2(b)

  
	
  313

  	
   

  	
  2.3

  
	
  314(a)

  	
   

  	
  2.4

  
	
  314(b)

  	
   

  	
  Inapplicable

  
	
  314(c)

  	
   

  	
  2.5

  
	
  314(d)

  	
   

  	
  Inapplicable

  
	
  314(f)

  	
   

  	
  Inapplicable

  
	
  315(a)

  	
   

  	
  3.9(b)

  
	
  315(c)

  	
   

  	
  3.9(a)

  
	
  315(d)

  	
   

  	
  3.9(a)

  
	
  316(a)

  	
   

  	
  Annex I

  
	
  316(c)

  	
   

  	
  3.6(e)

  



 




	 
	
   

  	
   

  	
   

  	
   

  
	
  *

  	
  This
  Cross-Reference Table does not constitute part of the Declaration of Trust
  and shall not affect the interpretation of any of its terms or provisions.

  	 

							






 


-iv-














 


AMENDED
AND RESTATED DECLARATION OF TRUST


 


OF


 


CITY
NATIONAL CAPITAL TRUST I


 


[•]         ,
2009


 


AMENDED AND RESTATED
DECLARATION OF TRUST (“Declaration of Trust”) dated and effective as of
[•], 2009, by the Trustees (as defined herein), the Sponsor (as defined
herein) and by the holders, from time to time, of undivided beneficial
interests in the assets of the Trust to be issued pursuant to this Declaration
of Trust;


 


WHEREAS, the Trustees and
the Sponsor established City National Capital Trust I (the “Trust”),
a trust under the Statutory Trust Act (as defined herein) pursuant to a
Declaration of Trust dated as of [•], 2009 (the “Original Declaration”)
and a Certificate of Trust filed with the Secretary of State of the State of
Delaware on [•], 2009, for the sole purpose of issuing and selling
certain securities representing undivided beneficial interests in the assets of
the Trust and investing the proceeds thereof in certain Junior Subordinated
Debt Securities of the Junior Subordinated Debt Securities Issuer;


 


WHEREAS, as of the date
hereof, no interests in the Trust have been issued;


 


WHEREAS, the parties
hereto, by this Declaration of Trust, amend and restate each and every term and
provision of the Original Declaration; and


 


NOW, THEREFORE, it being
the intention of the parties hereto to continue the Trust as a statutory trust
under the Statutory Trust Act and that this Declaration of Trust constitute the
governing instrument of such statutory trust, the Trustees declare that all
assets contributed to the Trust will be held in trust for the benefit of the
holders, from time to time, of the securities representing undivided beneficial
interests in the assets of the Trust issued hereunder, subject to the
provisions of this Declaration of Trust.


 


ARTICLE I.


 


INTERPRETATION AND DEFINITIONS


 


SECTION 1.1          Definitions.


 


Unless the context
otherwise requires:


 


(a)          Capitalized terms used
in this Declaration of Trust but not defined in the preamble above have the
respective meanings assigned to them in this Section 1.1;


 


(b)          a term defined anywhere
in this Declaration of Trust has the same meaning throughout;


 

















 


(c)          all references to “the
Declaration of Trust” or “this Declaration of Trust” are to this Declaration of
Trust as modified, supplemented or amended from time to time;


 


(d)          all references in this
Declaration of Trust to Articles and Sections and Annexes and Exhibits are to
Articles and Sections of and Annexes and Exhibits to this Declaration of Trust
unless otherwise specified;


 


(e)          a term defined in the
Trust Indenture Act has the same meaning when used in this Declaration of Trust
unless otherwise defined in this Declaration of Trust or unless the context
otherwise requires; and


 


(f)           a reference to the
singular includes the plural and vice versa.


 


“Administrative
Trustee”:  has the meaning specified
in Section 5.1.


 


“Affiliate”:  has the same meaning as given to that term in
Rule 405 of the Securities Act or any successor rule thereunder.


 


“Authorized Officer”:  of a Person means any Person that is
authorized to bind such Person.


 


“Book Entry Interest”:  means a beneficial interest in a Global
Certificate, ownership and transfers of which shall be maintained and made
through book entries by a Clearing Agency as described in Section 9.4.


 


“Business Day”:  means any day other than a Saturday, Sunday
or a day on which banking institutions in the City of New York, New York are
permitted or required by any applicable law or executive order to close.


 


“Capital Treatment
Event”:  has the meaning set forth in
Annex I hereto.


 


“Certificate”:  means a Common Security Certificate or a
Trust Preferred Security Certificate.


 


“Clearing Agency”:  means an organization registered as a “Clearing
Agency” pursuant to Section 17A of the Exchange Act that is acting as
depositary for the Trust Preferred Securities and in whose name or in the name
of a nominee of that organization shall be registered a Global Certificate and
which shall undertake to effect book entry transfers and pledges of the Trust
Preferred Securities.


 


“Clearing Agency
Participant”:  means a broker,
dealer, bank, other financial institution or other Person for whom from time to
time the Clearing Agency effects book entry transfers and pledges of securities
deposited with the Clearing Agency.


 


“Closing Date”:  means [•], 2009.


 


“Code”:  means the Internal Revenue Code of 1986, as
amended from time to time, or any successor legislation.


 


-2-

















 


“Commission”:  means the Securities and Exchange Commission.


 


“Common Security”:  has the meaning specified in Section 7.1.


 


“Common Security
Certificate”:  means a definitive
certificate in fully registered form representing a Common Security
substantially in the form of Exhibit A-2.


 


“Company Indemnified
Person”:  means (a) any Administrative
Trustee; (b) any Affiliate of any Administrative Trustee; (c) any
officers, directors, shareholders, members, partners, employees,
representatives or agents of any Administrative Trustee; or (d) any
officer, employee or agent of the Trust or its Affiliates.


 


“Corporate Trust
Office”:  means the office of the
Institutional Trustee at which the corporate trust business of the
Institutional Trustee shall, at any particular time, be principally
administered, which office at the date of execution of this Declaration of
Trust is located at The Bank of New York Mellon Trust Company, N.A., 700 South
Flower Street, 5th Floor, Los Angeles, California  90017, Attention: Corporate Unit, or such
other address as the Institutional Trustee may designate from time to time by
notice to the Holders and the Sponsor, or the principal corporate trust office
of any successor Institutional Trustee (or such other address as such successor
Institutional Trustee may designate from time to time by notice to the Holders
and the Sponsor).


 


“Coupon Rate”:  has the meaning set forth in paragraph 2(a) of
Annex I.


 


“Covered Person”:  means: 
(a) any officer, director, shareholder, partner, member,
representative, employee or agent of (i) the Trust or (ii) the Trust’s
Affiliates; and (b) any Holder of Securities.


 


“Declaration Default”:  in respect of the Securities means an
Indenture Event of Default has occurred and is continuing in respect of the
Junior Subordinated Debt Securities.


 


“Definitive Trust
Preferred Security Certificates”: 
has the meaning set forth in Section 9.4.


 


“Delaware Trustee”:  has the meaning set forth in Section 5.1(b).


 


“Distribution”:  has the meaning set forth in Section 6.1.


 


“DTC”:  means The Depository Trust Company, the
initial Clearing Agency.


 


“Exchange Act”:  means the Securities Exchange Act of 1934, as
amended from time to time, or any successor legislation.


 


“Extended Interest
Payment Period”:  has the meaning set
forth in paragraph 2(b) of Annex I.


 


-3-

















 


“Federal Reserve Board”:  means the Board of Governors of the Federal
Reserve System and the Federal Reserve Bank of San Francisco, or its successor
as the Sponsor’s primary federal banking regulator.


 


“Fiduciary Indemnified
Person”:  has the meaning set forth
in Section 10.4(b).


 


“Fiscal Year”:  has the meaning specified in Section 11.1.


 


“Global Certificate”:  has the meaning set forth in Section 9.4.


 


“Holder”:  means a Person in whose name a Certificate
representing a Security is registered, such Person being a beneficial owner
within the meaning of the Statutory Trust Act.


 


“Indemnified Person”:  means a Company Indemnified Person or a
Fiduciary Indemnified Person.


 


“Indenture”:  means the Indenture dated as of [•],
2009, between the Junior Subordinated Debt Securities Issuer and the Indenture
Trustee, as supplemented by the First Supplemental Indenture dated as of
[•], 2009, between the Junior Subordinated Debt Securities Issuer and the
Indenture Trustee, pursuant to which the Junior Subordinated Debt Securities
are to be issued.


 


“Indenture Event of
Default”:  has the meaning given to
the term “Event of Default” in the Indenture.


 


“Indenture Trustee”:  means The Bank of New York Mellon Trust
Company, N.A., as trustee under the Indenture until a successor is appointed
thereunder, and thereafter means such successor trustee.


 


“Institutional Trustee”:  means the Trustee meeting the eligibility
requirements set forth in Section 5.3.


 


“Institutional Trustee
Account”:  has the meaning set forth
in Section 3.8(c).


 


“Investment Company”:  means an investment company as defined in the
Investment Company Act.


 


“Investment Company
Act”:  means the Investment Company
Act of 1940, as amended from time to time, or any successor legislation.


 


“Investment Company
Event”:  has the meaning set forth in
Annex I hereto.


 


“Junior Subordinated
Debt Securities”:  means the series
of Junior Subordinated Debt Securities to be issued by the Junior Subordinated
Debt Securities Issuer under the Indenture to be held by the Institutional
Trustee hereunder, a specimen certificate for such series of Junior
Subordinated Debt Securities being attached hereto as Exhibit B.


 


-4-

















 


“Junior Subordinated
Debt Securities Issuer”:  means City
National Corporation, a bank holding company incorporated in Delaware (or the
Sponsor), in its capacity as issuer of the Junior Subordinated Debt Securities
under the Indenture.


 


“Legal Action”:  has the meaning set forth in Section 3.6(g).


 


“List of Holders”:  has the meaning set forth in Section 2.2(a).


 


“Majority in
liquidation amount of the Securities”: 
means, except as provided in the terms of the Trust Preferred Securities
or by the Trust Indenture Act, Holder(s) of outstanding Securities voting
together as a single class or, as the context may require, Holders of
outstanding Trust Preferred Securities or Holders of outstanding Common
Securities voting separately as a class, who are the record owners of an
aggregate liquidation amount representing more than 50% of the aggregate
liquidation amount (including the stated amount that would be paid on
redemption, liquidation or otherwise, plus accrued and unpaid Distributions to
the date upon which the voting percentages are determined) of all outstanding
Securities of the relevant class.


 


“Officers’ Certificate”:  means, with respect to any Person, a
certificate signed by two Authorized Officers of such Person.  Any Officers’ Certificate delivered with
respect to compliance with a condition or covenant provided for in this
Declaration of Trust shall include:


 


(a)          a statement that each
officer signing the Officers’ Certificate has read the covenant or condition
and the definitions relating thereto;


 


(b)          a brief statement of the
nature and scope of the examination or investigation undertaken by each officer
in rendering the Officers’ Certificate;


 


(c)          a statement that each
such officer has made such examination or investigation as, in such officer’s
opinion, is necessary to enable such officer to express an informed opinion as
to whether or not such covenant or condition has been complied with; and


 


(d)          a statement as to
whether, in the opinion of each such officer, such condition or covenant has
been complied with.


 


“Paying Agent”:  means any paying agent or co-paying agent
appointed pursuant to Section 3.16 and shall initially be The Bank of New
York Mellon Trust Company, N.A.


 


“Payment Amount”:  has the meaning specified in Section 6.1.


 


“Person”:  means a legal person, including any
individual, corporation, estate, partnership, joint venture, association, joint
stock company, limited liability company, trust, unincorporated association, or
government or any agency or political subdivision thereof, or any other entity
of whatever nature.


 


“Quorum”:  means any one Administrative Trustee or, if
there is only one Administrative Trustee, such Administrative Trustee.


 


“Registrar”:  has the meaning specified in Section 9.2.


 


-5-

















 


“Related Party”:  means, with respect to the Sponsor, any
direct or indirect wholly owned subsidiary of the Sponsor or any other Person
that owns, directly or indirectly, 100% of the outstanding voting securities of
the Sponsor.


 


“Responsible Officer”:  means, with respect to the Institutional
Trustee, any officer within the Corporate Trust Office of the Institutional
Trustee with direct responsibility for the administration of this Declaration
of Trust and also means, with respect to a particular corporate trust matter,
any other officer to whom such matter is referred because of that officer’s
knowledge of and familiarity with the particular subject.


 


“Rule 3a-5”:  means Rule 3a-5 under the Investment
Company Act.


 


“Securities”:  means the Common Securities and the Trust
Preferred Securities.


 


“Securities Act”:  means the Securities Act of 1933, as amended
from time to time, or any successor legislation.


 


“Sponsor”:  means City National Corporation, a bank
holding company that is a U.S. person incorporated in Delaware, or any
successor entity in a merger, consolidation or amalgamation, in its capacity as
sponsor of the Trust.


 


“Statutory Trust Act”:  means Chapter 38 of Title 12 of the Delaware
Code, 12 Del. Code §3801 et seq., as it may be amended from time to time, or
any successor legislation.


 


“Subsidiary”
means, with respect to any company, a corporation more than 50% of the
outstanding voting stock of which is owned, directly or indirectly, by that
company or by one or more other Subsidiaries, or by the company and one or more
other Subsidiaries.  For purposes of this
definition, “voting stock” means stock which ordinarily has voting power for
the election of directors, whether at all times or only so long as no senior
class of stock has such voting power by reason of any contingency.


 


“Successor Delaware
Trustee”:  has the meaning set forth
in Section 5.6.


 


“Successor Entity”:  has the meaning set forth in Section 3.15(b).


 


“Successor
Institutional Trustee”:  has the
meaning set forth in Section 5.6.


 


“Successor Securities”:  has the meaning set forth in Section 3.15(b).


 


“Super Majority”:  has the meaning set forth in Section 2.6(a)(ii).


 


“Tax Event”:  has the meaning set forth in Annex I hereto.


 


“10% in liquidation
amount of the Securities”:  means,
except as provided in the terms of the Trust Preferred Securities or by the
Trust Indenture Act, Holder(s) of outstanding Securities voting together
as a single class or, as the context may require, Holders of outstanding Trust
Preferred Securities or Holders of outstanding Common Securities voting
separately as a class, who are the record owners of an aggregate liquidation
amount representing 10% or more of the


 


-6-

















 


aggregate liquidation
amount (including the stated amount that would be paid on redemption,
liquidation or otherwise, plus accrued and unpaid Distributions to the date
upon which the voting percentages are determined) of all outstanding Securities
of the relevant class.


 


“Treasury Regulations”:  means the income tax regulations, including
temporary and proposed regulations, promulgated under the Code by the United
States Treasury, as such regulations may be amended from time to time
(including corresponding provisions of succeeding regulations).


 


“Trustee” or “Trustees”:  means each Person who has signed this
Declaration of Trust as a trustee, so long as such Person shall continue in
office in accordance with the terms hereof, and all other Persons who may from
time to time be duly appointed, qualified and serving as Trustees in accordance
with the provisions hereof, and references herein to a Trustee or the Trustees
shall refer to such Person or Persons solely in their capacity as trustees
hereunder.


 


“Trust Indenture Act”:  means the Trust Indenture Act of 1939, as
amended from time to time, or any successor legislation.


 


“Trust Preferred
Securities Guarantee”:  means the
guarantee agreement dated as of [•] 2009, of the Sponsor in respect of
the Trust Preferred Securities.


 


“Trust Preferred
Security”:  has the meaning specified
in Section 7.1.


 


“Trust Preferred
Security Beneficial Owner”:  means,
with respect to a Book Entry Interest, a Person who is the beneficial owner of
such Book Entry Interest, as reflected on the books of the Clearing Agency, or
on the books of a Person maintaining an account with such Clearing Agency
(directly as a Clearing Agency Participant or as an indirect participant, in
each case in accordance with the rules of such Clearing Agency).


 


“Trust Preferred
Security Certificate”:  means a
certificate representing a Trust Preferred Security substantially in the form
of Exhibit A-1.


 


“Underwriting
Agreement”:  means the Underwriting
Agreement for the offering and sale of Trust Preferred Securities in the form
of Exhibit C.


 


ARTICLE II.


 


TRUST INDENTURE ACT


 


SECTION 2.1          Trust
Indenture Act; Application.


 


(a)          This Declaration of
Trust is subject to the provisions of the Trust Indenture Act that are required
to be part of this Declaration of Trust and shall, to the extent applicable, be
governed by such provisions.


 


(b)          The Institutional
Trustee shall be the only Trustee that is a Trustee for the purposes of the
Trust Indenture Act.


 


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(c)          If and to the extent
that any provision of this Declaration of Trust limits, qualifies or conflicts
with the duties imposed by §§ 310 to 317, inclusive, of the Trust Indenture
Act, such imposed duties shall control.


 


(d)          The application of the
Trust Indenture Act to this Declaration of Trust shall not affect the nature of
the Securities as equity securities representing undivided beneficial interests
in the assets of the Trust.


 


SECTION 2.2          Lists of Holders of
Securities.


 


(a)          Each of the Sponsor and
the Administrative Trustees on behalf of the Trust shall provide the
Institutional Trustee (i) within 14 days after each record date for
payment of Distributions, a list, in such form as the Institutional Trustee may
reasonably require, of the names and addresses of the Holders of the Securities
(“List of Holders”) as of such record date, provided, that neither the
Sponsor nor the Administrative Trustees on behalf of the Trust shall be
obligated to provide such List of Holders at any time the List of Holders does
not differ from the most recent List of Holders given to the Institutional
Trustee by the Sponsor and the Administrative Trustees on behalf of the Trust,
and (ii) at any other time, within 30 days of receipt by the Trust of a
written request for a List of Holders as of a date no more than 14 days before
such List of Holders is given to the Institutional Trustee.  The Institutional Trustee shall preserve, in
as current a form as is reasonably practicable, all information contained in
Lists of Holders given to it or which it receives in the capacity as Paying
Agent (if acting in such capacity), provided, that the Institutional Trustee
may destroy any List of Holders previously given to it on receipt of a new List
of Holders.


 


(b)          The Institutional
Trustee shall comply with its obligations under §§ 311(a), 311(b) and 312(b) of
the Trust Indenture Act.


 


SECTION 2.3          Reports by the
Institutional Trustee.  Within 60
days after [•] of each year, the Institutional Trustee shall provide to
the Holders of the Trust Preferred Securities such reports as are required by §
313 of the Trust Indenture Act, if any, in the form and in the manner provided
by § 313 of the Trust Indenture Act.  The
Institutional Trustee shall also comply with the requirements of § 313(d) of
the Trust Indenture Act.


 


SECTION 2.4          Periodic Reports to
Institutional Trustee.  Each of the
Sponsor and the Administrative Trustees on behalf of the Trust shall provide to
the Institutional Trustee such documents, reports and information as required
by § 314 of the Trust Indenture Act (if any) and the compliance certificate
required by § 314 of the Trust Indenture Act in the form, in the manner and at
the times required by § 314 of the Trust Indenture Act.  Delivery of such reports, information and
documents to the Institutional Trustee is for informational purposes only and
the Institutional Trustee’s receipt of such shall not constitute constructive
notice of any information contained therein or determinable from information
contained therein, including the Company’s compliance with any of its covenants
hereunder (as to which the Institutional Trustee is entitled to rely
exclusively on Officers’ Certificates).


 


SECTION 2.5          Evidence of
Compliance with Conditions Precedent. 
Each of the Sponsor and the Administrative Trustees on behalf of the
Trust shall provide to the Institutional


 


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Trustee such evidence of
compliance with any conditions precedent provided for in this Declaration of
Trust that relate to any of the matters set forth in § 314(c) of the Trust
Indenture Act.  Any certificate or
opinion required to be given by an officer pursuant to § 314(c)(1) of
the Trust Indenture Act may be given in the form of an Officers’ Certificate.


 


SECTION 2.6          Declaration
Defaults; Waiver.


 


(a)          The Holders of a
Majority in liquidation amount of Trust Preferred Securities may, by vote, on
behalf of the Holders of all of the Trust Preferred Securities, waive any past
Declaration Default in respect of the Trust Preferred Securities and its
consequences, provided, that if the underlying Indenture Event of Default:


 


(i)            is not waivable under
the Indenture, the Declaration Default shall also not be waivable; or


 


(ii)           is waivable only with
the consent of holders of more than a majority in principal amount of the
Junior Subordinated Debt Securities (a “Super Majority”) affected
thereby, only the Holders of at least the proportion in aggregate liquidation
amount of the Trust Preferred Securities that the relevant Super Majority
represents of the aggregate principal amount of the Junior Subordinated Debt
Securities outstanding may waive such Declaration Default in respect of the
Trust Preferred Securities under the Declaration of Trust.


 


The foregoing provisions
of this Section 2.6(a) shall be in lieu of § 316(a)(1)(B) of the
Trust Indenture Act and such § 316(a)(1)(B) of the Trust Indenture Act is
hereby expressly excluded from this Declaration of Trust and the Securities, as
permitted by the Trust Indenture Act. 
Upon such waiver, any such default shall cease to exist, and any
Declaration Default with respect to the Trust Preferred Securities arising
therefrom shall be deemed to have been cured, for every purpose of this
Declaration of Trust, but no such waiver shall extend to any subsequent or
other default or a Declaration Default with respect to the Trust Preferred
Securities or impair any right consequent thereon.  Any waiver by the Holders of the Trust
Preferred Securities of a Declaration Default with respect to the Trust
Preferred Securities shall also be deemed to constitute a waiver by the Holders
of the Common Securities of any such Declaration Default with respect to the
Common Securities for all purposes of this Declaration of Trust without any
further act, vote, or consent of the Holders of the Common Securities.


 


(b)          The Holders of a
Majority in liquidation amount of the Common Securities may, by vote, on behalf
of the Holders of all of the Common Securities, waive any past Declaration
Default with respect to the Common Securities and its consequences, provided,
that if the underlying Indenture Event of Default:


 


(i)            is not waivable under
the Indenture, except where the Holders of the Common Securities are deemed to
have waived such Declaration Default as provided in this Section 2.6(b),
the Declaration Default shall also not be waivable; or


 


(ii)           is waivable only with
the consent of a Super Majority, except where the Holders of the Common
Securities are deemed to have waived such Declaration Default as provided in
this Section 2.6(b), only the Holders of at least the proportion in
aggregate


 


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liquidation amount of the
Common Securities that the relevant Super Majority represents of the aggregate
principal amount of the Junior Subordinated Debt Securities outstanding may
waive such Declaration Default in respect of the Common Securities under the
Declaration of Trust;


 


provided, further each
Holder of Common Securities will be deemed to have waived any such Declaration
Default and all Declaration Defaults with respect to the Common Securities and
its consequences until all Declaration Defaults with respect to the Trust Preferred
Securities have been cured, waived or otherwise eliminated, and until such
Declaration Defaults with respect to the Trust Preferred Securities have been
so cured, waived or otherwise eliminated, the Institutional Trustee will be
deemed to be acting solely on behalf of the Holders of the Trust Preferred
Securities and only the Holders of the Trust Preferred Securities will have the
right to direct the Institutional Trustee in accordance with the terms of the
Securities.  The foregoing provisions of
this Section 2.6(b) shall be in lieu of §§ 316(a)(1)(A) and
316(a)(1)(B) of the Trust Indenture Act and such §§ 316(a)(1)(A) and
316(a)(1)(B) of the Trust Indenture Act are hereby expressly excluded from
this Declaration of Trust and the Securities, as permitted by the Trust
Indenture Act.  Subject to the foregoing
provisions of this Section 2.6(b), upon the waiver of a Declaration
Default by the Holders of a Majority in liquidation amount of the Common
Securities, any such default shall cease to exist and any Declaration Default
with respect to the Common Securities arising therefrom shall be deemed to have
been cured for every purpose of this Declaration of Trust, but no such waiver
shall extend to any subsequent or other default or Declaration Default with
respect to the Common Securities or impair any right consequent thereon.


 


(c)          A waiver of an Indenture
Event of Default by the Institutional Trustee at the direction of the Holders
of the Trust Preferred Securities, constitutes a waiver of the corresponding
Declaration Default.  The foregoing
provisions of this Section 2.6(c) shall be in lieu of § 316(a)(1)(B) of
the Trust Indenture Act and such § 316(a)(1)(B) of the Trust Indenture Act
is hereby expressly excluded from this Declaration of Trust and the Securities,
as permitted by the Trust Indenture Act.


 


SECTION 2.7          Declaration
Default; Notice.


 


(a)          The Institutional
Trustee shall, within 90 days after the occurrence of a Declaration Default,
transmit by mail, first class postage prepaid, to the Holders of the
Securities, notices of (i) all defaults with respect to the Securities
actually known to a Responsible Officer of the Institutional Trustee, unless
such defaults have been cured before the giving of such notice (the term “defaults”
for the purposes of this Section 2.7(a) being hereby defined to be an
Indenture Event of Default, not including any periods of grace provided for
therein and irrespective of the giving of any notice provided therein) and (ii) any
notice of default received from the Indenture Trustee with respect to the
Junior Subordinated Debt Securities, which notice from the Institutional
Trustee to the Holders shall state that an Indenture Event of Default also
constitutes a Declaration Default; provided that, except for a default in the
payment of principal of (or premium, if any) or interest on any of the Junior
Subordinated Debt Securities, the Institutional Trustee shall be protected in
withholding such notice if and so long as a Responsible Officer of the
Institutional Trustee in good faith determines that the withholding of such
notice is in the interests of the Holders of the Securities.


 


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(b)          The
Institutional Trustee shall not be deemed to have knowledge of any default
except:


 


(i)            a default under
Sections 5.7(b) and 5.7(c) of the Indenture; or


 


(ii)           any default as to which
the Institutional Trustee shall have received written notice or of which a
Responsible Officer of the Institutional Trustee charged with the
administration of the Declaration of Trust shall have actual knowledge.


 


ARTICLE III.


 


ORGANIZATION


 


SECTION 3.1          Name.  The Trust is named “City National Capital
Trust I,” as such name may be modified from time to time by the
Administrative Trustees following written notice to the Institutional Trustee,
the Delaware Trustee and the Holders of Securities.  The Trust’s activities may be conducted under
the name of the Trust or any other name deemed advisable by the Administrative
Trustees.


 


SECTION 3.2          Office.  The address of the principal office of the
Trust is c/o City National Corporation, 555 South Flower Street, Los Angeles,
California 90071.  On ten Business Days
written notice to the Institutional Trustee, the Delaware Trustee and the
Holders of Securities, the Administrative Trustees may designate another
principal office.


 


SECTION 3.3          Purpose.  The exclusive purposes and functions of the
Trust are (a) to issue and sell Securities and use the proceeds from such
sale to acquire the Junior Subordinated Debt Securities, and (b) except as
otherwise limited herein, to engage in only those other activities necessary,
or incidental thereto.  The Trust shall
not borrow money, issue debt or reinvest proceeds derived from investments,
pledge any of its assets, or otherwise undertake (or permit to be undertaken)
any activity that would cause the Trust not to be classified for United States
federal income tax purposes as a domestic grantor trust.


 


SECTION 3.4          Authority.  Subject to the limitations provided in this
Declaration of Trust and to the specific duties of the Institutional Trustee
and the Sponsor, the Administrative Trustees shall have exclusive and complete authority
to carry out the purposes of the Trust. 
An action taken by the Administrative Trustees in accordance with their
powers shall constitute the act of and serve to bind the Trust and an action
taken by the Institutional Trustee on behalf of the Trust in accordance with
its powers shall constitute the act of and serve to bind the Trust.  In dealing with the Trustees acting on behalf
of the Trust, no Person shall be required to inquire into the authority of the
Trustees to bind the Trust.  Persons dealing
with the Trust are entitled to rely conclusively on the power and authority of
the Trustees as set forth in this Declaration of Trust.


 


SECTION 3.5          Title to Property of
the Trust.  Except as provided in Section 3.8
with respect to the Junior Subordinated Debt Securities and the Institutional
Trustee Account or as otherwise provided in this Declaration of Trust, legal
title to all assets of the Trust shall be vested in the Trust.  The Holders shall not have legal title to any
part of the assets of the Trust, but shall have an undivided beneficial
interest in the assets of the Trust.


 


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SECTION 3.6          Powers and Duties of
the Administrative Trustees.  The
Administrative Trustees shall have the exclusive power, duty and authority to
cause the Trust to engage in the following activities (and any actions taken by
the Administrative Trustees in furtherance of the following prior to the date
hereof are hereby ratified and confirmed in all respects):


 


(a)          to issue and sell the
Trust Preferred Securities and the Common Securities in accordance with this
Declaration of Trust; provided, however, that the Trust may issue no more
than one series of Trust Preferred Securities and no more than one series of
Common Securities, and, provided further,
that there shall be no interests in the Trust other than the Securities, and
the issuance of Securities shall be limited to a simultaneous issuance of both
Trust Preferred Securities and Common Securities;


 


(b)          in connection with the
issue and sale of the Trust Preferred Securities to:


 


(i)            execute and file with
the Commission on behalf of the Trust a registration statement on Form S-3
or on another appropriate form, or a registration statement under Rule 462(b) of
the Securities Act, in each case prepared by the Sponsor, including any
pre-effective or post-effective amendments thereto, relating to the registration
under the Securities Act of the Trust Preferred Securities;


 


(ii)           execute and file any
documents prepared by the Sponsor, or take any acts as determined by the
Sponsor to be necessary in order to qualify or register all or part of the
Trust Preferred Securities in any State in which the Sponsor has determined to
qualify or register such Trust Preferred Securities for sale;


 


(iii)          if requested by the
Sponsor, execute and file an application, prepared by the Sponsor, to the New
York Stock Exchange, any other national stock exchange or The Nasdaq Stock
Market for listing upon notice of issuance of any Trust Preferred Securities;


 


(iv)         if requested by the
Sponsor, execute and file with the Commission on behalf of the Trust a
registration statement on Form 8-A, prepared by the Sponsor, including any
pre-effective or post-effective amendments thereto, relating to the
registration of the Trust Preferred Securities under Section 12(b) of
the Exchange Act; and


 


(v)          execute and deliver the
Underwriting Agreement providing for the sale of the Trust Preferred
Securities;


 


(c)          to acquire the Junior
Subordinated Debt Securities with the proceeds of the sale of the Trust
Preferred Securities and the Common Securities; provided, however, that the
Administrative Trustees shall cause legal title to the Junior Subordinated Debt
Securities to be held of record in the name of the Institutional Trustee for
the benefit of the Holders of the Trust Preferred Securities and the Holders of
Common Securities;


 


(d)          to give the Sponsor and
the Institutional Trustee prompt written notice of the occurrence of a Tax
Event or a Capital Treatment Event; provided, that the Administrative


 


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Trustees shall consult
with the Sponsor and the Institutional Trustee before taking or refraining from
taking any ministerial action in relation to a Tax Event or a Capital Treatment
Event;


 


(e)          to establish a record
date with respect to all actions to be taken hereunder that require a record
date be established, including and with respect to, for the purposes of § 316(c) of
the Trust Indenture Act, Distributions, voting rights, redemptions and
exchanges, and to issue relevant notices to the Holders of Trust Preferred
Securities and Holders of Common Securities as to such actions and applicable
record dates;


 


(f)           to take all actions and
perform such duties as may be required of the Administrative Trustees pursuant
to the terms of the Securities;


 


(g)          to bring or defend, pay,
collect, compromise, arbitrate, resort to legal action, or otherwise adjust
claims or demands of or against the Trust (“Legal Action”), unless
pursuant to Section 3.8(e), the Institutional Trustee has the exclusive
power to bring such Legal Action;


 


(h)          to employ or otherwise
engage employees and agents (who may be designated as officers with titles) and
managers, contractors, advisors, and consultants and pay reasonable
compensation for such services;


 


(i)            to cause the Trust to
comply with the Trust’s obligations under the Trust Indenture Act;


 


(j)           to give the certificate
required by § 314(a)(4) of the Trust Indenture Act to the Institutional
Trustee, which certificate may be executed by any Administrative Trustee;


 


(k)          to incur expenses that
are necessary or incidental to carry out any of the purposes of the Trust;


 


(l)            to act as, or appoint
another Person to act as, registrar and transfer agent for the Securities;


 


(m)         to give prompt written
notice to the Holders of the Securities of any notice received from the Junior
Subordinated Debt Securities Issuer of its election to defer payments of
interest on the Junior Subordinated Debt Securities under the Indenture;


 


(n)          to take all action that
may be necessary or appropriate for the preservation and the continuation of
the Trust’s valid existence, rights, franchises and privileges as a statutory
trust under the laws of the State of Delaware and of each other jurisdiction in
which such existence is necessary to protect the limited liability of the
Holders of the Trust Preferred Securities or to enable the Trust to effect the
purposes for which the Trust was created;


 


(o)          to take any action, not
inconsistent with this Declaration of Trust or with applicable law, that the
Administrative Trustees determine in their discretion to be necessary or desirable
in carrying out the activities of the Trust as set out in this Section 3.6,
including, but not limited to:


 


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(i)            causing the Trust not
to be deemed to be an Investment Company required to be registered under the
Investment Company Act;


 


(ii)           causing the Trust to be
classified for United States federal income tax purposes as a domestic grantor
trust; and


 


(iii)          cooperating with the
Junior Subordinated Debt Securities Issuer to ensure that the Junior
Subordinated Debt Securities will be treated as indebtedness of the Junior
Subordinated Debt Securities Issuer for United States federal income tax
purposes;


 


provided, that any such
action does not materially adversely affect the interests of Holders;


 


(p)          to take all action
necessary to cause all applicable tax returns and tax information reports that
are required to be filed with respect to the Trust to be duly prepared and
filed by the Administrative Trustees, on behalf of the Trust; and


 


(q)          to execute all documents
or instruments, perform all duties and powers, and do all things for and on
behalf of the Trust in all matters necessary or incidental to the foregoing.


 


The Administrative
Trustees must exercise the powers set forth in this Section 3.6 in a
manner that is consistent with the purposes and functions of the Trust set out
in Section 3.3, and the Administrative Trustees shall not take any action
that is inconsistent with the purposes and functions of the Trust set forth in Section 3.3.


 


Subject to this Section 3.6,
the Administrative Trustees shall have none of the powers or the authority of
the Institutional Trustee set forth in Section 3.8.


 


For the avoidance of doubt, until the occurrence of any
Declaration Default, it is intended that the Administrative Trustees will have
no powers that would cause them to be deemed fiduciaries with respect to any
assets of the Trust for purposes of Title I of the Employee Retirement Income
Security Act of 1974, as amended.


 


Any expenses incurred by
the Administrative Trustees pursuant to this Section 3.6 shall be
reimbursed by the Junior Subordinated Debt Securities Issuer.


 


SECTION 3.7          Prohibition of
Actions by the Trust and the Trustees.


 


(a)          The Trust shall not, and
the Trustees (including the Institutional Trustee) shall not cause the Trust
to, engage in any activity other than as required or authorized by this
Declaration of Trust.  In particular, the
Trust shall not:


 


(i)            invest any proceeds
received by the Trust from holding the Junior Subordinated Debt Securities, but
shall promptly distribute all such proceeds to Holders of Securities pursuant
to the terms of this Declaration of Trust and of the Securities;


 


(ii)           acquire any assets
other than as expressly provided herein;


 


(iii)          possess Trust property
for other than a Trust purpose;


 


(iv)         make any loans or incur
any indebtedness;


 


(v)          possess any power or
otherwise act in such a way as to vary the Trust assets;


 


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(vi)         possess any power or
otherwise act in such a way as to vary the terms of the Securities in any way
whatsoever (except to the extent expressly authorized in this Declaration of
Trust or by the terms of the Securities);


 


(vii)        issue any securities or
other evidences of beneficial ownership of, or beneficial interest in, the
Trust other than the Securities;


 


(viii)       take any action
inconsistent with the status of the Trust as a domestic grantor trust for
United States federal income tax purposes;


 


(ix)         other than as provided in
this Declaration of Trust or Annex I, (A) direct the time, method and
place of exercising any trust or power conferred upon the Indenture Trustee
with respect to the Junior Subordinated Debt Securities, (B) waive any
past Declaration Default that is waivable under the Indenture, (C) exercise
any right to rescind or annul any declaration that the principal of all the
Junior Subordinated Debt Securities shall be due and payable or (D) consent
to any amendment, modification or termination of the Indenture or the Junior
Subordinated Debt Securities where such consent shall be required unless the
Trust shall have obtained an opinion of nationally recognized independent tax
counsel experienced in such matters to the effect that as a result of such
action, the Trust will not fail to be classified as a domestic grantor trust
for United States federal income tax purposes; or


 


(x)          revoke any action
previously authorized or approved by a vote of the Holders of the Trust
Preferred Securities.


 


SECTION 3.8          Powers and Duties of
the Institutional Trustee.


 


(a)          The legal title to the
Junior Subordinated Debt Securities shall be owned by and held of record in the
name of the Institutional Trustee in trust for the benefit of the Holders of
the Securities.  The right, title and
interest of the Institutional Trustee to the Junior Subordinated Debt
Securities shall vest automatically in each Person who may hereafter be
appointed as Institutional Trustee in accordance with Section 5.6.  Such vesting and cessation of title shall be
effective whether or not conveyancing documents with regard to the Junior
Subordinated Debt Securities have been executed and delivered.


 


(b)          The Institutional
Trustee shall not transfer its right, title and interest in the Junior
Subordinated Debt Securities to the Administrative Trustees or to the Delaware
Trustee (if the Institutional Trustee does not also act as Delaware Trustee).


 


(c)          The Institutional
Trustee shall:


 


(i)            establish and maintain
a segregated non-interest bearing trust account (the “Institutional Trustee
Account”) in the name of and under the exclusive control of the
Institutional Trustee on behalf of the Holders of the Securities and, upon the
receipt of payments of funds made in respect of the Junior Subordinated Debt
Securities held by the Institutional Trustee, deposit such funds into the
Institutional Trustee Account and make payments to the Holders of the Trust
Preferred Securities and Holders of the Common Securities from the
Institutional Trustee Account in accordance with Section 6.1.  Funds


 


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in the Institutional
Trustee Account shall be held uninvested until disbursed in accordance with
this Declaration of Trust.  The
Institutional Trustee Account shall be an account that is maintained with a
banking institution the rating on whose long-term unsecured indebtedness
assigned by a “nationally recognized statistical rating organization,” as that
term is defined for purposes of Rule 436(g)(2) under the Securities
Act, is at least equal to the rating assigned to the Trust Preferred Securities
by a nationally recognized statistical rating organization;


 


(ii)           engage in such
ministerial activities as shall be necessary or appropriate to effect the
redemption of the Trust Preferred Securities and the Common Securities to the
extent the Junior Subordinated Debt Securities are redeemed or mature; and


 


(iii)          upon written notice of
distribution issued by the Administrative Trustees in accordance with the terms
of the Securities, engage in such ministerial activities as shall be necessary
or appropriate to effect the distribution of the Junior Subordinated Debt
Securities to Holders of Securities upon the occurrence of a Tax Event or a
Capital Treatment Event, or other specified circumstances pursuant to the terms
of the Securities.


 


(d)          The Institutional
Trustee shall take all actions and perform such duties as may be specifically
required of the Institutional Trustee pursuant to the terms of the Securities.


 


(e)          Subject to Section 2.6,
the Institutional Trustee shall take any Legal Action that arises out of or in
connection with a Declaration Default of which a Responsible Officer of the
Institutional Trustee has actual knowledge or the Institutional Trustee’s
duties and obligations under this Declaration of Trust or the Trust Indenture
Act.  Notwithstanding the foregoing, if a
Declaration Default has occurred and is continuing and such event is
attributable to the failure of the Junior Subordinated Debt Securities Issuer to
pay interest, principal or other required payments on the Junior Subordinated
Debt Securities on the date such interest, principal or other required payments
are otherwise payable (or in the case of redemption, on the redemption date),
then a Holder of Trust Preferred Securities may directly institute a proceeding
against the Junior Subordinated Debt Securities Issuer for enforcement of
payment to such Holder of the principal of or interest on Junior Subordinated
Debt Securities having a principal amount equal to the aggregate liquidation amount
of the Trust Preferred Securities of such Holder (a “Direct Action”) on
or after the respective due date specified in the Junior Subordinated Debt
Securities.  Notwithstanding anything to
the contrary in this Declaration of Trust or the Indenture, the Junior
Subordinated Debt Securities Issuer shall have the right to set-off any payment
it is otherwise required to make under the Indenture in respect of any Trust
Preferred Security to the extent the Junior Subordinated Debt Securities Issuer
has heretofore made, or is currently on the date of such payment making, a
payment under the Trust Preferred Securities Guarantee or a Direct Action.


 


(f)           The Institutional
Trustee shall continue to serve as a Trustee until either:


 


(i)            the Trust has been
completely liquidated and the proceeds of the liquidation distributed to the
Holders of Securities pursuant to the terms of the Securities and this
Declaration of Trust (including Annex I); or


 


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(ii)           a Successor Institutional
Trustee has been appointed and has accepted that appointment in accordance with
Section 5.6.


 


(g)          The Institutional
Trustee shall have the legal power to exercise all of the rights, powers and
privileges of a holder of Junior Subordinated Debt Securities under the
Indenture and, if a Declaration Default actually known to a Responsible Officer
of the Institutional Trustee occurs and is continuing, the Institutional
Trustee shall, for the benefit of Holders of the Securities, enforce its rights
as holder of the Junior Subordinated Debt Securities subject to the rights of
the Holders pursuant to the terms of such Securities, this Declaration of Trust
(including Annex I), the Statutory Trust Act and the Trust Indenture Act.


 


(h)          Subject to this Section 3.8,
the Institutional Trustee shall have none of the duties, liabilities, powers or
the authority of the Administrative Trustees set forth in Section 3.6.


 


The Institutional Trustee
must exercise the powers set forth in this Section 3.8 in a manner that is
consistent with the purposes and functions of the Trust set out in Section 3.3,
and the Institutional Trustee shall have no power to and shall not take any
action that is inconsistent with the purposes and functions of the Trust set
out in Section 3.3.


 


SECTION 3.9          Certain Duties and
Responsibilities of the Institutional Trustee.


 


(a)          The Institutional
Trustee, before the occurrence of any Declaration Default and after the curing
of all Declaration Defaults that may have occurred, shall undertake to perform
only such duties as are specifically set forth in this Declaration of Trust and
no implied covenants shall be read into this Declaration of Trust against the
Institutional Trustee.  Subject to any
voting right of the Holders under the Securities, if the Institutional Trustee
is required to decide between alternative causes of action under this
Declaration of Trust, construe ambiguous provisions in this Declaration of
Trust or is unsure of the application of any provision of this Declaration of
Trust, the Institutional Trustee will take such action as directed by the
Sponsor and, if not so directed, shall take such action as it deems
necessary.  In case a Declaration Default
has occurred (that has not been cured or waived pursuant to Section 2.6)
of which a Responsible Officer of the Institutional Trustee has actual
knowledge, the Institutional Trustee shall exercise such of the rights and
powers vested in it by this Declaration of Trust, and use the same degree of
care and skill in the exercise of such rights and powers, as a prudent person
would exercise or use under the circumstances in the conduct of his or her own
affairs.


 


(b)          No provision of this
Declaration of Trust shall be construed to relieve the Institutional Trustee
from liability for its own bad faith, its own negligent action, its own
negligent failure to act, or its own willful misconduct, except that:


 


(i)            prior to the
occurrence of a Declaration Default and after the curing or waiving of all such
Declaration Defaults that may have occurred:


 


(A)         the duties and
obligations of the Institutional Trustee shall be determined solely by the
express provisions of this Declaration of Trust and the Institutional Trustee
shall not be liable except for the performance of such duties and obligations
as are specifically set forth in this Declaration of Trust, and no


 


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implied covenants or
obligations shall be read into this Declaration of Trust against the
Institutional Trustee; and


 


(B)         in the absence of bad
faith on the part of the Institutional Trustee, the Institutional Trustee may
conclusively rely, as to the truth of the statements and the correctness of the
opinions expressed therein, upon any certificates or opinions furnished to the
Institutional Trustee and conforming to the requirements of this Declaration of
Trust; but in the case of any such certificates or opinions that by any
provision hereof are specifically required to be furnished to the Institutional
Trustee, the Institutional Trustee shall be under a duty to examine the same to
determine whether or not they conform to the requirements of this Declaration
of Trust (but need not confirm or investigate the accuracy of mathematical
calculations or other facts stated therein, absent manifest error);


 


(ii)           the Institutional
Trustee shall not be liable for any error of judgment made in good faith by a
Responsible Officer of the Institutional Trustee, unless it shall be proved
that the Institutional Trustee was negligent in ascertaining the pertinent
facts;


 


(iii)          the Institutional
Trustee shall not be liable with respect to any action taken or omitted to be
taken by it in good faith in accordance with the direction of the Holders of
not less than a Majority in liquidation amount of the Securities relating to
the time, method and place of conducting any proceeding for any remedy
available to the Institutional Trustee, or exercising any trust or power
conferred upon the Institutional Trustee under this Declaration of Trust;


 


(iv)         no provision of this
Declaration of Trust shall require the Institutional Trustee to expend or risk
its own funds or otherwise incur personal financial liability in the
performance of any of its duties or in the exercise of any of its rights or
powers, if it shall have reasonable grounds for believing that the repayment of
such funds or liability is not reasonably assured to it under the terms of this
Declaration of Trust or indemnity reasonably satisfactory to the Institutional
Trustee against such risk or liability is not reasonably assured to it;


 


(v)          the Institutional
Trustee’s sole duty with respect to the custody, safe keeping and physical
preservation of the Junior Subordinated Debt Securities and the Institutional
Trustee Account shall be to deal with such property in a similar manner as the
Institutional Trustee deals with similar property for its own account, subject
to the protections and limitations on liability afforded to the Institutional
Trustee under this Declaration of Trust and the Trust Indenture Act;


 


(vi)         the Institutional Trustee
shall have no duty or liability for or with respect to the value, genuineness,
existence or sufficiency of the Junior Subordinated Debt Securities or the
payment of any taxes or assessments levied thereon or in connection therewith;


 


(vii)        the Institutional Trustee
shall not be liable for any interest on any money received by it except as it
may otherwise agree with the Sponsor. 
Money held by the


 


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Institutional Trustee
need not be segregated from other funds held by it except in relation to the
Institutional Trustee Account maintained by the Institutional Trustee pursuant
to Section 3.8(c)(i) and except to the extent otherwise required by
law; and


 


(viii)       the Institutional Trustee
shall not be responsible for monitoring the compliance by the Administrative
Trustees or the Sponsor with their respective duties under this Declaration of
Trust, nor shall the Institutional Trustee be liable for any default or
misconduct of the Administrative Trustees or the Sponsor.


 


SECTION 3.10       Certain Rights of
Institutional Trustee.


 


(a)          Subject to the
provisions of Section 3.9:


 


(i)            the Institutional
Trustee may conclusively rely and shall be fully protected in acting or
refraining from acting upon any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document believed by it
to be genuine and to have been signed, sent or presented by the proper party or
parties;


 


(ii)           any direction or act of
the Sponsor or the Administrative Trustees contemplated by this Declaration of
Trust shall be sufficiently evidenced by an Officers’ Certificate;


 


(iii)          whenever in the
administration of this Declaration of Trust, the Institutional Trustee shall
deem it desirable that a matter be proved or established before taking,
suffering or omitting any action hereunder, the Institutional Trustee (unless
other evidence is herein specifically prescribed) may, in the absence of bad
faith on its part, request and conclusively rely upon an Officers’ Certificate
which, upon receipt of such request, shall be promptly delivered by the Sponsor
or the Administrative Trustees;


 


(iv)         the Institutional Trustee
shall have no duty to see to any recording, filing or registration of any
instrument (including any financing or continuation statement or any filing
under tax or securities laws) or any rerecording, refiling or registration
thereof;


 


(v)          the Institutional
Trustee may consult with counsel or other experts and the advice or opinion of
such counsel and experts with respect to legal matters or advice within the
scope of such experts’ area of expertise shall be full and complete
authorization and protection in respect of any action taken, suffered or
omitted by it hereunder in good faith and in accordance with such advice or
opinion, such counsel may be counsel to the Sponsor or any of its Affiliates,
and may include any of its employees. 
The Institutional Trustee shall have the right at any time to seek
instructions concerning the administration of this Declaration of Trust from
any court of competent jurisdiction;


 


(vi)         the Institutional Trustee
shall be under no obligation to exercise any of the rights or powers vested in
it by this Declaration of Trust at the request or direction of any Holder,
unless such Holder shall have provided to the Institutional Trustee security
and indemnity, reasonably satisfactory to the Institutional Trustee, against
the costs, expenses (including attorneys’ fees and expenses and the expenses of
the Institutional Trustee’s


 


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agents, nominees or
custodians) and liabilities that might be incurred by it in complying with such
request or direction, including such reasonable advances as may be requested by
the Institutional Trustee provided that nothing contained in this Section 3.10(a)(vi) shall
be taken to relieve the Institutional Trustee, upon the occurrence of a
Declaration Default, of its obligation to exercise the rights and powers vested
in it by this Declaration of Trust;


 


(vii)        the Institutional Trustee
shall not be bound to make any investigation into the facts or matters stated
in any resolution, certificate, statement, instrument, opinion, report, notice,
request, direction, consent, order, bond, debenture, note, other evidence of
indebtedness or other paper or document, but the Institutional Trustee, in its
discretion, may make such reasonable further inquiry or investigation into such
facts or matters as it may see fit at the expense of the Junior Subordinated
Debt Securities Issuer and shall incur no liability of any kind by reason of
such inquiry or investigation;


 


(viii)       the Institutional Trustee
may execute any of the trusts or powers hereunder or perform any duties
hereunder either directly or by or through agents, custodians, nominees or
attorneys and the Institutional Trustee shall not be responsible for any
misconduct or negligence on the part of any agent or attorney appointed with
due care by it hereunder;


 


(ix)         any action taken by the
Institutional Trustee or its agents hereunder shall bind the Trust and the
Holders of the Securities, and the signature of the Institutional Trustee or
its agents alone shall be sufficient and effective to perform any such action
and no third party shall be required to inquire as to the authority of the
Institutional Trustee to so act or as to its compliance with any of the terms
and provisions of this Declaration of Trust, both of which shall be
conclusively evidenced by the Institutional Trustee’s or its agent’s taking
such action;


 


(x)          whenever in the
administration of this Declaration of Trust the Institutional Trustee shall
deem it desirable to receive instructions with respect to enforcing any remedy
or right or taking any other action hereunder, the Institutional Trustee (A) may
request instructions from the Holders of the Securities which instructions may
only be given by the Holders of the same proportion in liquidation amount of
the Securities as would be entitled to direct the Institutional Trustee under
the terms of the Securities in respect of such remedy, right or action, (B) may
refrain from enforcing such remedy or right or taking such other action until
such instructions are received, and (C) shall be protected in conclusively
relying on or acting in or accordance with such instructions;


 


(xi)         in no event shall the
Institutional Trustee be responsible or liable for special, indirect, or
consequential loss or damage of any kind whatsoever (including, but not limited
to, loss of profit) irrespective of whether the Institutional Trustee has been
advised of the likelihood of such loss or damage and regardless of the form of
action;


 


(xii)        the rights, privileges,
protections, immunities and benefits given to the Institutional Trustee,
including, without limitation, its right to be indemnified, are


 


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extended to, and shall be
enforceable by, the Institutional Trustee in each of its capacities hereunder,
and each agent, custodian and other Person employed to act hereunder;


 


(xiii)       the Trustee may request
that the Sponsor deliver a certificate setting forth the names of individuals
and/or titles of officers authorized at such time to take specified actions
pursuant to this Declaration of Trust; and


 


(xiv)       in no event shall the
Institutional Trustee be responsible or liable for any failure or delay in the
performance of its obligations hereunder arising out of or caused by, directly
or indirectly, forces beyond its control, including, without limitation,
strikes, work stoppages, accidents, acts of war or terrorism, civil or military
disturbances, nuclear or natural catastrophes or acts of God, and
interruptions, loss or malfunctions of utilities, communications or computer
(software and hardware) services; it being understood that the Institutional
Trustee shall use reasonable efforts which are consistent with accepted
practices in the banking industry to resume performance as soon as practicable
under the circumstances; and


 


(xv)        except as otherwise
expressly provided by this Declaration of Trust, the Institutional Trustee
shall not be under any obligation to take any action that is discretionary
under the provisions of this Declaration of Trust.


 


(b)          No provision of this
Declaration of Trust shall be deemed to impose any duty or obligation on the
Institutional Trustee to perform any act or acts or exercise any right, power,
duty or obligation conferred or imposed on it, in any jurisdiction in which it
shall be illegal, or in which the Institutional Trustee shall be unqualified or
incompetent in accordance with applicable law, to perform any such act or acts,
or to exercise any such right, power, duty or obligation.  No permissive power or authority available to
the Institutional Trustee shall be construed to be a duty.


 


SECTION 3.11           Delaware Trustee.  Notwithstanding any other provision of this
Declaration of Trust other than Section 5.2, the Delaware Trustee shall
not be entitled to exercise any powers, nor shall the Delaware Trustee have any
of the duties and responsibilities of the Administrative Trustees or the
Institutional Trustee described in this Declaration of Trust.  Except as set forth in Section 5.2, the
Delaware Trustee shall be a Trustee for the sole and limited purpose of
fulfilling the requirements of § 3807(a) of the Statutory Trust Act that
the Trust have at least one trustee with a principal place of business in the
State of Delaware.  The duties of the
Delaware Trustee shall be limited to (i) accepting legal process served on
the Trust in the State of Delaware and (ii) the execution of any
certificates required to be filed with the Delaware Secretary of State which
the Delaware Trustee is required to execute under Section 3811 of the
Statutory Trust Act.  To the extent that,
at law or in equity, the Delaware Trustee has duties (including fiduciary
duties) and liabilities relating thereto to the Trust, the Sponsor or the Holders,
it is hereby understood and agreed by the other parties hereto that such duties
and liabilities are replaced by the duties and liabilities of the Delaware
Trustee expressly set forth in this Trust Agreement.  The Delaware Trustee shall have no liability
for the acts or omissions of the Institutional Trustee, the Sponsor or the
Administrative Trustees. The Delaware Trustee shall be entitled to all of the
same rights, protections, privileges and immunities under this Declaration
Trust and with respect to the Trust as the Institutional Trustee.


 


SECTION 3.12       Execution of Documents.  Except as otherwise required by the Statutory
Trust Act or applicable law, any Administrative Trustee is authorized to
execute on behalf of the Trust any documents that the Administrative Trustees
have the power and authority to execute pursuant to Section 3.6; provided,
that the registration statement referred to in Section 3.6(b)(i),
including any amendments thereto, shall be signed by all of the Administrative
Trustees.


 


SECTION 3.13       Not Responsible for
Recitals or Issuance of Securities. 
The recitals contained in this Declaration of Trust and the Securities
shall be taken as the statements of the Sponsor, and the Trustees do not assume
any responsibility for their correctness. 
The Trustees make no representations as to the value or condition of the
property of the Trust or any part


 


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thereof.  The Trustees make no representations as to
the validity or sufficiency of this Declaration of Trust or the Securities.


 


SECTION 3.14       Duration of Trust.  The Trust shall exist until dissolved and
terminated pursuant to the provisions of Article VIII hereof.


 


SECTION 3.15       Mergers.


 


(a)          The Trust may not
consolidate, amalgamate, merge with or into, or be replaced by, or convey, transfer
or lease its properties and assets substantially as an entirety to any
corporation or other body, except as described in Section 3.15(b) and
(c), and Section 3 of Annex I.


 


(b)          The Trust may, with the
consent of the Administrative Trustees or, if there are more than two, a
majority of the Administrative Trustees and without the consent of the Holders
of the Securities, the Delaware Trustee or the Institutional Trustee,
consolidate, amalgamate, merge with or into, or be replaced by a trust
organized as such under the laws of any State; provided, that:


 


(i)            if the Trust is not
the successor, such successor entity (the “Successor Entity”) either:


 


(A)         expressly assumes all of
the obligations of the Trust under the Securities; or


 


(B)         substitutes for the Securities
other securities having substantially the same terms as the Trust Preferred
Securities (the “Successor Securities”) so long as the Successor
Securities rank the same as the Trust Preferred Securities rank with respect to
Distributions and payments upon liquidation, redemption and otherwise;


 


(ii)           the Junior Subordinated
Debt Securities Issuer expressly acknowledges a trustee of the Successor Entity
that possesses the same powers and duties as the Institutional Trustee in its
capacity as the Holder of the Junior Subordinated Debt Securities;


 


(iii)          immediately following
such merger, consolidation, amalgamation or replacement, the Trust Preferred
Securities of the Successor Entity or any Successor Securities are listed, or
any Successor Securities will be listed upon notification of issuance, on any
national securities exchange or with any other organization on which the Trust
Preferred Securities are then listed or quoted, if any;


 


(iv)         such merger,
consolidation, amalgamation or replacement does not cause the Trust Preferred
Securities (including any Successor Securities) to be downgraded by any
nationally recognized statistical rating organization;


 


(v)          such merger,
consolidation, amalgamation or replacement does not adversely affect the
rights, preferences and privileges of the Holders of the Securities


 


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(including any Successor
Securities) in any material respect (other than with respect to any dilution of
such Holders’ interests in the new entity as a result of such merger,
consolidation, amalgamation or replacement);


 


(vi)         such Successor Entity has
a purpose identical to that of the Trust;


 


(vii)        prior to such merger,
consolidation, amalgamation or replacement, the Trust has received an opinion of
a nationally recognized independent counsel to the Trust experienced in such
matters to the effect that:


 


(A)         such merger,
consolidation, amalgamation or replacement does not adversely affect the
rights, preferences and privileges of the Holders of the Securities (including
any Successor Securities) in any material respect (other than with respect to
any dilution of the Holders’ interest in the new entity); and


 


(B)         following such merger,
consolidation, amalgamation or replacement, neither the Trust nor the Successor
Entity will be required to register as an Investment Company; and


 


(C)         following such merger,
consolidation, amalgamation or replacement, the Trust (or the Successor Entity)
will continue to be classified as a domestic grantor trust for United States
federal income tax purposes; and


 


(viii)       the Sponsor or any
permitted successor or assignee owns all of the Common Securities and
guarantees the obligations of such Successor Entity under the Successor
Securities at least to the extent provided by the Trust Preferred Securities
Guarantee and such Successor Entity expressly assumes all of the obligations of
the Trust with respect to the Trustees.


 


(c)          Notwithstanding Section 3.15(b),
the Trust shall not, except with the consent of Holders of 100% in liquidation
amount of the Securities, consolidate, amalgamate, merge with or into, or be
replaced by any other entity or permit any other entity to consolidate,
amalgamate, merge with or into, or replace it, if in the opinion of a
nationally recognized independent tax counsel experienced in such matters, such
consolidation, amalgamation, merger or replacement would cause the Trust or the
Successor Entity to be classified as other than a domestic grantor trust for
United States federal income tax purposes.


 


SECTION 3.16       Paying Agent.  The initial Paying Agent shall be The Bank of
New York Mellon Trust Company, N.A. and any co-paying agent chosen by the
Paying Agent and acceptable to the Administrative Trustees and the Sponsor.  The Paying Agent shall make Distributions and
shall report the amounts of such Distributions to the Institutional Trustee and
the Administrative Trustees.  Any Person
acting as Paying Agent shall be permitted to resign as Paying Agent upon 30 days’
written notice to the Administrative Trustees, the Institutional Trustee and
the Sponsor.  In the event that The Bank
of New York Mellon Trust Company, N.A. shall no longer be the Paying Agent or a
successor Paying Agent shall resign or its authority to act be revoked, the
Administrative Trustees shall appoint a successor that is acceptable to the
Institutional Trustee and the Sponsor to act as Paying Agent (which shall be a
bank or trust company).  The
Administrative Trustees shall cause such successor Paying Agent or any


 


-23-

















 


additional Paying Agent
appointed by the Administrative Trustees to execute and deliver to the Trustees
an instrument in which such successor Paying Agent or additional Paying Agent
shall agree with the Trustees that as Paying Agent, such successor Paying Agent
or additional Paying Agent will hold all sums, if any, held by it for payment
to the Holders in trust for the benefit of the Holders entitled thereto until
such sums shall be paid to such Holders. 
The Paying Agent shall return all unclaimed funds to the Institutional
Trustee and upon resignation or removal of a Paying Agent such Paying Agent
shall also return all funds in its possession to the Institutional
Trustee.  Any reference in this Agreement
to the Paying Agent shall include any co-paying agent unless the context
requires otherwise.


 


ARTICLE IV.



SPONSOR


 


SECTION 4.1          Sponsor’s Purchase of
Common Securities.  On the Closing
Date, the Sponsor will purchase all of the Common Securities issued by the
Trust in an amount equal to $10,000 or more of the capital of the Trust, at the
same time as the Trust Preferred Securities are sold.


 


SECTION 4.2          Responsibilities of
the Sponsor.  In connection with the
issue and sale of the Trust Preferred Securities, the Sponsor shall have the
exclusive right and responsibility to engage in the following activities (and
any actions taken by the Sponsor in furtherance of the following prior to the
date hereof are hereby ratified and confirmed in all respects):


 


(a)          to prepare for filing by
the Trust with the Commission a registration statement on Form S-3 or on
another appropriate form, or a registration statement under Rule 462(b) of
the Securities Act, including any pre-effective or post-effective amendments
thereto, relating to the registration under the Securities Act of the Trust
Preferred Securities;


 


(b)          to determine the States
in which to take appropriate action to qualify or register for sale all or part
of the Trust Preferred Securities and to do any and all such acts, other than
actions which must be taken by the Trust, and advise the Trust of actions it
must take, and prepare for execution and filing any documents to be executed
and filed by the Trust, as the Sponsor deems necessary or advisable in order to
comply with the applicable laws of any such States;


 


(c)          if it determines to be
necessary or appropriate in its sole discretion, to prepare for filing by the
Trust an application to the New York Stock Exchange, any other national stock
exchange or The Nasdaq Stock Market for listing upon notice of issuance of any
Trust Preferred Securities;


 


(d)          if it determines to be
necessary or appropriate in its sole discretion, to prepare for filing by the
Trust with the Commission a registration statement on Form 8-A, including
any pre-effective or post-effective amendments thereto, relating to the
registration of the Trust Preferred Securities under Section 12(b) of
the Exchange Act, including any amendments thereto; and


 


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(e)        to negotiate the terms of the
Underwriting Agreement providing for the sale of the Trust Preferred
Securities.


 


SECTION 4.3       Exchanges
by the Sponsor.


 


(a)        If at any time, or from time to time, the Sponsor or any of
its Affiliates (in either case, a “Sponsor Affiliated Holder”) is the
Holder of any Trust Preferred Securities, such Sponsor Affiliated Holder shall
have the right to deliver to the Institutional Trustee all or such portion of
its Trust Preferred Securities as it elects and receive, in exchange therefor,
Junior Subordinated Debt Securities in an aggregate principal amount equal to
the stated liquidation amount of, with an interest rate identical to the
distribution rate of, and accrued and unpaid interest equal to accumulated and
unpaid Distributions on, the Trust Preferred Securities.  Such election (i) shall be exercisable
effective by such Sponsor Affiliated Holder delivering to the Institutional
Trustee a written notice of such election (A) specifying the liquidation
amount of the Trust Preferred Securities with respect to which such election is
being made and (B) the date on which such exchange shall occur, which date
shall not be less than three (3) Business Days after the receipt by the
Institutional Trustee of such election notice, and which may be any date other
than the record date for any Distribution or a date from such record date to
and including the Distribution Date for such Distribution and (ii) shall
be conditioned upon such Sponsor Affiliated Holder having delivered or caused to
be delivered to the Institutional Trustee or its designee the Trust Preferred
Securities which are the subject of such election by 10:00 A.M. New York
City time, on the date on which such exchange is to occur.  After the exchange, such Trust Preferred Securities
will be cancelled and will no longer be deemed to be outstanding and all rights
of the Sponsor or its Affiliate(s) with respect to such Trust Preferred
Securities will cease, including accumulated but unpaid Distributions thereon.  In the event such Trust Preferred Securities
are Book Entry Interests, upon such exchange the Institutional Trustee, in its
capacity as Registrar, shall cause an annotation to be made on the related
Global Certificate or certificates evidencing such Book-Entry Interests to
evidence the reduction in the liquidation amount thereof resulting from such
cancellation.


 


(b)        Notwithstanding anything else in this Declaration of Trust to
the contrary, in order to effectuate the exchanges contemplated in
(a) above, the Trust is hereby authorized to execute, deliver and perform,
and the Sponsor, the Institutional Trustee, any Administrative Trustee or the
Registrar, on behalf of the Trust, acting singly or collectively, is hereby
authorized to execute and deliver on behalf of the Trust, an exchange
agreement, cancellation letter, and any and all other documents, agreements, or
certificates contemplated by or related to the exchanges made pursuant to
(a) above, in each case without further vote or approval of any other
Person.  For the avoidance of doubt, the
exchanges contemplated in (a) above shall not be deemed “redemptions” for
any purposes of this Declaration of Trust or the terms of the Trust Preferred
Securities.


 


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ARTICLE V.


 


TRUSTEES


 


SECTION 5.1       Number
of Trustees.  The number of Trustees
initially shall be four, and:


 


(a)        at
any time before the issuance of any Securities, the Sponsor may, by written
instrument, increase or decrease the number of Trustees; and


 


(b)        after
the issuance of any Securities, the number of Trustees may be increased or
decreased by vote of the Holders of a Majority in liquidation amount of the
Common Securities voting as a class at a meeting of the Holders of the Common
Securities,


 


provided,
however, that the number of
Trustees shall in no event be less than two; provided further that (1) one
Trustee, in the case of a natural person, shall be a person who is a resident
of the State of Delaware or that, if not a natural person, shall be an entity which
has its principal place of business in the State of Delaware (the “Delaware
Trustee”); (2) there shall be at least one Trustee who is an employee
or officer of, or is affiliated with the Sponsor (an “Administrative Trustee”);
and (3) one Trustee shall be the Institutional Trustee for so long as this
Declaration of Trust is required to qualify as an indenture under the Trust
Indenture Act, and such Trustee may also serve as Delaware Trustee if it meets
the applicable requirements.


 


SECTION 5.2       Delaware
Trustee.  If required by the
Statutory Trust Act, the Delaware Trustee shall be:


 


(a)        a
natural person who is a resident of the State of Delaware; or


 


(b)        if
not a natural person, an entity which has its principal place of business in
the State of Delaware, and otherwise meets the requirements of applicable law,


 


provided, that if the
Institutional Trustee has its principal place of business in the State of
Delaware and otherwise meets the requirements of applicable law, then the
Institutional Trustee shall also be the Delaware Trustee and Section 3.11
shall have no application.


 


SECTION 5.3       Institutional
Trustee; Eligibility.


 


(a)        There shall at all times be one Trustee that shall act as
Institutional Trustee which shall:


 


(i)         not be an Affiliate of the Sponsor;


 


(ii)        be a corporation organized and doing
business under the laws of the United States of America or any State or
Territory thereof or of the District of Columbia, or a corporation or Person
permitted by the Commission to act as an institutional trustee under the Trust
Indenture Act, authorized under such laws to exercise corporate trust powers,
having a combined capital and surplus of at least 50 million U.S. dollars 


 


-26-

















 


($50,000,000),
and subject to supervision or examination by Federal, State, Territorial or
District of Columbia authority.  If such
corporation publishes reports of condition at least annually, pursuant to law
or to the requirements of the supervising or examining authority referred to
above, then for the purposes of this Section 5.3(a)(ii), the combined
capital and surplus of such corporation shall be deemed to be its combined
capital and surplus as set forth in its most recent report of condition so
published; and


 


(iii)       if the Trust is excluded from the
definition of an Investment Company solely by means of Rule 3a-7 and to
the extent Rule 3a-7 requires a trustee having certain qualifications to
hold title to the “eligible assets” of the Trust, the Institutional Trustee
shall possess those qualifications.


 


(b)        If at any time the Institutional Trustee shall cease to be
eligible to so act under Section 5.3(a), the Institutional Trustee shall
immediately resign in the manner and with the effect set forth in
Section 5.6(c).


 


(c)        If the Institutional Trustee has or shall acquire any
“conflicting interest” within the meaning of § 310(b) of the Trust
Indenture Act, the Institutional Trustee and the Holders of the Common
Securities (as if such Holders were the obligor referred to in § 310(b) of
the Trust Indenture Act) shall in all respects comply with the provisions of §
310(b) of the Trust Indenture Act.


 


(d)        The Trust Preferred Securities Guarantee shall be deemed to
be specifically described in this Declaration of Trust for purposes of clause
(i) of the first provision contained in § 310(b) of the Trust
Indenture Act.


 


(e)        The initial Institutional Trustee shall be as set forth in
Section 5.5 hereof.


 


SECTION 5.4       Qualifications
of Administrative Trustees and Delaware Trustee Generally.  Each Administrative Trustee and the Delaware
Trustee (unless the Institutional Trustee also acts as Delaware Trustee) shall
be either a natural person who is at least 21 years of age or a legal entity
that shall act through one or more Authorized Officers.


 


SECTION 5.5       Initial
Trustees; Additional Powers of Administrative Trustees.


 


(a)        The initial Administrative Trustees shall be:


 


Michael B. Cahill

Donald Riechel


 


The initial Delaware
Trustee shall be:


 


BNY Mellon Trust of
Delaware

White Clay Center,

Route 273

Newark, Delaware 19711


 


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The initial Institutional
Trustee shall be:


 


The Bank of New York
Mellon Trust Company, N.A.

700 South Flower Street, 5th Floor


Los Angeles, California 90017


 


(b)        Except as expressly set forth in this Declaration of Trust
and except if a meeting of the Administrative Trustees is called with respect
to any matter over which the Administrative Trustees have power to act, any
power of the Administrative Trustees may be exercised by, or with the consent
of, any one such Administrative Trustee.


 


(c)        Except as otherwise required by the Statutory Trust Act or
applicable law, any Administrative Trustee is authorized to execute on behalf
of the Trust any documents which the Administrative Trustees have the power and
authority to cause the Trust to execute pursuant to Section 3.6, provided,
that the registration statement referred to in Section 3.6, including any
amendments thereto, shall be signed by all of the Administrative Trustees.


 


(d)        An Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purposes of signing any documents which the
Administrative Trustees have power and authority to cause the Trust to execute
pursuant to Section 3.6.


 


SECTION 5.6       Appointment,
Removal and Resignation of Trustees.


 


(a)        Subject to Section 5.6(b), Trustees may be appointed or
removed without cause at any time:


 


(i)         until the issuance of any Securities,
by written instrument executed by the Sponsor; and


 


(ii)        in the case of the Administrative
Trustees, after the issuance of any Securities, by vote of the Holders of a
Majority in liquidation amount of the Common Securities voting as a class at a
meeting of the Holders of the Common Securities;


 


(iii)       in the case of the Institutional Trustee
and the Delaware Trustee, unless a Declaration Default shall have occurred and
be continuing after the issuance of any Securities, by a vote of the Holders of
a Majority in liquidation amount of the Common Securities voting as a class at
a meeting of the Holders of the Common Securities; and


 


(iv)       in the case of the Institutional Trustee
and the Delaware Trustee, if a Declaration Default shall have occurred and be continuing
after the issuance of the Securities, by a vote of the Holders of a Majority in
liquidation amount of the Trust Preferred Securities voting as a class at a
meeting of the Holders of the Trust Preferred Securities.


 


(b)        (i) The Trustee that acts as Institutional Trustee shall
not be removed in accordance with Section 5.6(a) until a successor
Trustee possessing the qualifications to act as Institutional Trustee under
Section 5.3 (a “Successor Institutional Trustee”) has been
appointed 


 


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and has accepted such appointment by written
instrument executed by such Successor Institutional Trustee and delivered to
the Administrative Trustees and the Sponsor; and


 


(ii)        the Trustee that acts as Delaware Trustee
shall not be removed in accordance with Section 5.6(a) until a
successor Trustee possessing the qualifications to act as Delaware Trustee
under Sections 5.2 and 5.4 (a “Successor Delaware Trustee”) has been
appointed and has accepted such appointment by written instrument executed by
such Successor Delaware Trustee and delivered to the Administrative Trustees
and the Sponsor.


 


(c)        A Trustee appointed to office shall hold office until his
successor shall have been appointed or until his death, removal or
resignation.  Any Trustee may resign from
office (without need for prior or subsequent accounting) by an instrument in
writing signed by the Trustee and delivered to the Sponsor and the Trust, which
resignation shall take effect upon such delivery or upon such later date as is
specified therein; provided, however, that:


 


(i)         No such resignation of the Trustee that
acts as the Institutional Trustee shall be effective:


 


(A)       until a Successor Institutional Trustee
has been appointed and has accepted such appointment by instrument executed by
such Successor Institutional Trustee and delivered to the Trust, the Sponsor
and the resigning Institutional Trustee; or


 


(B)       until the assets of the Trust have been
completely liquidated and the proceeds thereof distributed to the Holders of
the Securities; and


 


(ii)        no such resignation of the Trustee that
acts as the Delaware Trustee shall be effective until a Successor Delaware
Trustee has been appointed and has accepted such appointment by instrument
executed by such Successor Delaware Trustee and delivered to the Trust, the
Sponsor and the resigning Delaware Trustee.


 


(d)        The Holders of the Common Securities shall use their best
efforts to promptly appoint a Successor Delaware Trustee or Successor
Institutional Trustee as the case may be if the Institutional Trustee or the
Delaware Trustee delivers an instrument of resignation in accordance with this
Section 5.6.


 


(e)        If no Successor Institutional Trustee or Successor Delaware
Trustee shall have been appointed and accepted appointment as provided in this
Section 5.6 within 60 days after delivery to the Sponsor and the Trust of
an instrument of resignation, the resigning Institutional Trustee or Delaware
Trustee, as applicable, may petition at the expense of the Junior Subordinated
Debt Securities Issuer any court of competent jurisdiction for appointment of a
Successor Institutional Trustee or Successor Delaware Trustee.  Such court may thereupon, after prescribing
such notice, if any, as it may deem proper and prescribe, appoint a Successor
Institutional Trustee or Successor Delaware Trustee, as the case may be.


 


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(f)         No Institutional Trustee or Delaware Trustee shall be liable
for the acts or omissions to act of any Successor Institutional Trustee or
Successor Delaware Trustee, as the case may be.


 


SECTION 5.7       Vacancies
Among Trustees.  If a Trustee ceases
to hold office for any reason and the number of Trustees is not reduced
pursuant to Section 5.1, or if the number of Trustees is increased
pursuant to Section 5.1, a vacancy shall occur.  A resolution certifying the existence of such
vacancy by the Administrative Trustees or, if there are more than two, a
majority of the Administrative Trustees shall be conclusive evidence of the
existence of such vacancy.  The vacancy
shall be filled with a Trustee appointed in accordance with Section 5.6.


 


SECTION 5.8       Effect
of Vacancies.  The death,
resignation, retirement, removal, bankruptcy, dissolution, liquidation,
incompetence or incapacity to perform the duties of a Trustee shall not operate
to dissolve, terminate or annul the Trust. 
Whenever a vacancy in the number of Administrative Trustees shall occur,
until such vacancy is filled by the appointment of an Administrative Trustee in
accordance with Section 5.6, the Administrative Trustees in office,
regardless of their number, shall have all the powers granted to the
Administrative Trustees and shall discharge all the duties imposed upon the
Administrative Trustees by this Declaration of Trust.


 


SECTION 5.9       Meetings.  If there is more than one Administrative
Trustee, meetings of the Administrative Trustees shall be held from time to
time upon the call of any Administrative Trustee.  Regular meetings of the Administrative Trustees
may be held at a time and place fixed by resolution of the Administrative
Trustees.  Notice of any in-person
meetings of the Administrative Trustees shall be hand delivered or otherwise
delivered in writing (including by facsimile, with a hard copy by overnight
courier) not less than 48 hours before such meeting.  Notice of any telephonic meetings of the
Administrative Trustees or any committee thereof shall be hand delivered or
otherwise delivered in writing (including by facsimile, with a hard copy by
overnight courier) not less than 24 hours before a meeting.  Notices shall contain a brief statement of
the time, place and anticipated purposes of the meeting.  The presence (whether in person or by
telephone) of an Administrative Trustee at a meeting shall constitute a waiver
of notice of such meeting except where an Administrative Trustee attends a
meeting for the express purpose of objecting to the transaction of any activity
on the ground that the meeting has not been lawfully called or convened.  Unless provided otherwise in this Declaration
of Trust, any action of the Administrative Trustees may be taken at a meeting
by vote of a majority of the Administrative Trustees present (whether in person
or by telephone) and eligible to vote with respect to such matter, provided
that a Quorum is present, or without a meeting by the unanimous written consent
of the Administrative Trustees.  In the
event there is only one Administrative Trustee, any and all action of such Administrative
Trustee shall be evidenced by a written consent of such Administrative Trustee.


 


SECTION 5.10     Delegation
of Power.


 


(a)        Any Administrative Trustee may, by power of attorney
consistent with applicable law, delegate to any other natural person over the
age of 21 his or her power for the purpose of executing any documents
contemplated in Section 3.6, including any registration statement or
amendment thereto filed with the Commission, or making any other governmental
filing.


 


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(b)        The Administrative Trustees shall have power to delegate from
time to time to such of their number or to officers of the Trust the doing of
such things and the execution of such instruments either in the name of the
Trust or the names of the Administrative Trustees or otherwise as the
Administrative Trustees may deem expedient, to the extent such delegation is
not prohibited by applicable law or contrary to the provisions of the Trust, as
set forth herein.


 


SECTION 5.11     Merger,
Conversion, Consolidation or Succession to Business.  Any corporation into which the Institutional
Trustee or the Delaware Trustee, as the case may be, may be merged or converted
or with which either may be consolidated, or any corporation resulting from any
merger, conversion or consolidation to which the Institutional Trustee or the
Delaware Trustee, as the case may be, shall be a party, or any corporation
succeeding to all or substantially all the corporate trust business of the
Institutional Trustee or the Delaware Trustee, as the case may be, shall be the
successor of the Institutional Trustee or the Delaware Trustee, as the case may
be, hereunder, provided such corporation shall be otherwise qualified and
eligible under this Article, without the execution or filing of any paper or any
further act on the part of any of the parties hereto.


 


ARTICLE VI.


 


DISTRIBUTIONS


 


SECTION 6.1       Distributions.  Holders shall receive Distributions (as
defined herein) in accordance with the applicable terms of the relevant
Holder’s Securities.  Distributions shall
be made on the Trust Preferred Securities and the Common Securities in
accordance with the preferences set forth in their respective terms.  If and to the extent that the Junior
Subordinated Debt Securities Issuer makes a payment of interest (including
Compounded Interest (as defined in the Indenture) and Additional Interest (as
defined in the Indenture)), premium and/or principal on the Junior Subordinated
Debt Securities held by the Institutional Trustee (the amount of any such
payment being a “Payment Amount”), the Institutional Trustee shall and
is directed to make a distribution (a “Distribution”) of the Payment
Amount to Holders.


 


ARTICLE VII.


 


ISSUANCE OF SECURITIES


 


SECTION 7.1       General
Provisions Regarding Securities.


 


(a)        The Administrative Trustees shall on behalf of the Trust
issue one class of cumulative trust preferred securities representing undivided
beneficial interests in the assets of the Trust having such terms as are set
forth in Annex I (the “Trust Preferred Securities”) and one class of
common securities representing undivided beneficial interests in the assets of
the Trust having such terms as are set forth in Annex I (the “Common
Securities”).  The Trust shall issue
no securities or other interests in the assets of the Trust other than the
Trust Preferred Securities and the Common Securities.


 


(b)        The Certificates shall be signed on behalf of the Trust by an
Administrative Trustee.  Such signature
shall be the manual or facsimile signature of any present or any future 


 


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Administrative Trustee.  In case any Administrative Trustee of the
Trust who shall have signed any of the Securities shall cease to be such
Administrative Trustee before the Certificates so signed shall be delivered by
the Trust, such Certificates nevertheless may be delivered as though the person
who signed such Certificates had not ceased to be such Administrative Trustee;
and any Certificate may be signed on behalf of the Trust by such persons who,
at the actual date of execution of such Security, shall be the Administrative
Trustees of the Trust, although at the date of the execution and delivery of
the Declaration of Trust any such person was not such an Administrative
Trustee.  Certificates shall be printed,
lithographed or engraved or may be produced in any other manner as is
reasonably acceptable to the Administrative Trustees, as evidenced by their
execution thereof, and may have such letters, numbers or other marks of
identification or designation and such legends or endorsements as the
Administrative Trustees may deem appropriate, or as may be required to comply
with any law or with any rule or regulation of any stock exchange on which
Securities may be listed, or to conform to usage.  The Securities shall not be valid until
authenticated by the manual signature of an authorized signatory of the
Institutional Trustee.  Such signature
shall be conclusive evidence that the Security has been authenticated under
this Declaration of Trust.  Upon a
written order of the Trust signed by an Administrative Trustee, the
Institutional Trustee shall authenticate the Securities for original
issue.  The aggregate number of
Securities outstanding at any time shall not exceed the number set forth in
Section 7.2.


 


(c)        The consideration received by the Trust for the issuance of
the Securities shall constitute a contribution to the capital of the Trust and
shall not constitute a loan to the Trust.


 


(d)        Upon issuance of the Securities as provided in this
Declaration of Trust, the Securities so issued shall be deemed to be validly
issued, fully paid and non-assessable, and each Holder thereof shall be
entitled to the benefits provided by this Declaration of Trust.


 


(e)        Every Person, by virtue of having become a Holder or a Trust
Preferred Security Beneficial Owner in accordance with the terms of this
Declaration of Trust, shall be deemed to have expressly assented and agreed to
the terms of, and shall be bound by, this Declaration of Trust.


 


SECTION 7.2       Issuance
of Securities; Purchase of Junior Subordinated Debt Securities.


 


(a)        The Trust shall be authorized to issue the Trust Preferred
Securities and the Common Securities set forth in Section 1 of Annex I
hereto.


 


(b)        Contemporaneously with the execution and delivery of this Declaration
of Trust, an Administrative Trustee, on behalf of the Trust, shall execute in
accordance with Section 7.1(b) and the Institutional Trustee shall,
pursuant to Section 7.1(b), authenticate and deliver to the underwriters
named in the Underwriting Agreement Trust Preferred Security Certificates,
registered in the name of the nominee of the initial Clearing Agency, in an
aggregate amount of [•] Trust Preferred Securities having an aggregate
liquidation amount of $[•], against receipt of an aggregate purchase
price of such Trust Preferred Securities of $[•] , by the Trust.


 


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(c)        Contemporaneously with the execution and delivery of this
Declaration of Trust, an Administrative Trustee, on behalf of the Trust, shall
execute in accordance with Section 7.1(b) and the Institutional
Trustee shall, pursuant to Section 7.1(b), authenticate and deliver to the
Sponsor, in its capacity as the Holder of the Common Securities, Common
Security Certificates registered in the name of such Holder, evidencing 10
Common Securities having an aggregate liquidation amount of $10,000, against
receipt of the aggregate purchase price of such Common Securities of $[•]
, by the Institutional Trustee. 
Contemporaneously therewith and with the issuance of Trust Preferred
Securities as set forth in Section 7.2(b), an Administrative Trustee, on
behalf of the Trust, shall subscribe to and purchase from the Junior
Subordinated Debt Securities Issuer Junior Subordinated Debt Securities,
registered in the name of the Institutional Trustee and having an aggregate
principal amount equal to $[•],010,000 , and, in satisfaction of the
purchase price for such Junior Subordinated Debt Securities, the Trust shall
deliver to the Junior Subordinated Debt Securities Issuer the sum of
$[•]  (being the sum of the amounts
delivered to the Trust pursuant to the first sentence of Section 7.2(b) above
and the first sentence of this Section 7.2(c) less the commissions
paid to the underwriters in accordance with the Underwriting Agreement).


 


ARTICLE VIII.


 


TERMINATION OF TRUST


 


SECTION 8.1       Termination
of Trust.


 


(a)        The Trust shall dissolve:


 


(i)         upon the bankruptcy of any Holder of
the Common Securities or the Sponsor;


 


(ii)        upon the filing of a certificate of
dissolution or its equivalent with respect to any Holder of the Common
Securities or the Sponsor; or the revocation of the charter of the Holder of
the Common Securities or the Sponsor and the expiration of 90 days after the
date of revocation without a reinstatement thereof;


 


(iii)       upon the entry of a decree of a judicial
dissolution of any Holder of the Common Securities, the Sponsor or the Trust;


 


(iv)       subject to obtaining any required
regulatory approval, when all of the Securities have been called for
redemption;


 


(v)        subject to obtaining any required
regulatory approval, upon election by the Sponsor to dissolve the Trust;


 


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(vi)       before the issuance of any Securities,
with the consent of the Sponsor; or


 


(vii)      upon the expiration of the term of the
Trust set forth in Section 3.14.


 


(b)        As soon as is practicable after the occurrence of one of the
events described in Section 8.1(a), the Administrative Trustees shall wind-up
the Trust’s affairs pursuant to Section 3808 of the Statutory Trust Act.  Upon completion of the winding up of the
Trust, an Administrative Trustee shall file a certificate of cancellation with
the Secretary of State of the State of Delaware and provide notice thereof to
the Institutional Trustee and the Delaware Trustee.


 


(c)        The provisions of Section 3.9 and Article X shall
survive the termination of the Trust.


 


ARTICLE IX.


 


TRANSFER OF INTERESTS


 


SECTION 9.1       Transfer
of Securities.


 


(a)        Securities may only be transferred, in whole or in part, in
accordance with the terms and conditions set forth in this Declaration of Trust
and in the terms of the Securities.  Any
transfer or purported transfer of any Security not made in accordance with this
Declaration of Trust shall, to the fullest extent permitted by law, be null and
void.


 


(b)        Subject to this Article IX, Trust Preferred Securities
shall be freely transferable.


 


(c)        Subject to this Article IX and except as provided in
Article VIII of the Indenture, the Sponsor and any Related Party may
transfer Common Securities only to the Sponsor or a Related Party of the
Sponsor; provided, that any such transfer is subject to the condition precedent
that the transferor obtain the written opinion of nationally recognized
independent counsel experienced in such matters that such transfer would not
cause more than an insubstantial risk that:


 


(i)         the Trust would not be classified for
United States federal income tax purposes as a domestic grantor trust; and


 


(ii)        the Trust would be an Investment Company
or the transferee would become an Investment Company.


 


SECTION 9.2       Transfer
of Certificates.  The Administrative
Trustees shall keep or cause to be kept a register for registering the
Certificates and transfers and exchanges of the Certificates, in which the
Administrative Trustees or the transfer agent and registrar designated by the
Administrative Trustees (the “Registrar”) shall provide for the
registration of Certificates and of transfers of Certificates, which will be
effected without charge but only upon payment in respect of any tax or other
government charges that may be imposed in relation to it.  Upon surrender for registration of transfer
of any Certificate, the Registrar shall cause one or more new Certificates to
be issued in the name of the designated transferee or transferees.  Every Certificate surrendered for
registration of transfer shall be accompanied by a written instrument of
transfer in form satisfactory to the Registrar duly executed by the Holder or
such Holder’s 


 


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attorney duly authorized in
writing.  Each Certificate surrendered
for registration of transfer shall be canceled by the Registrar.  A transferee of a Certificate shall be
entitled to the rights and subject to the obligations of a Holder hereunder
upon the receipt by such transferee of a Certificate.  By acceptance of a Certificate, each transferee
shall be deemed to have agreed to be bound by this Declaration of Trust.  The Institutional Trustee shall be the
initial Registrar.


 


SECTION 9.3       Deemed
Security Holders.  The Trustees may
treat the Person in whose name any Certificate shall be registered on the books
and records of the Trust as the sole holder of such Certificate and of the
Securities represented by such Certificate for purposes of receiving
Distributions and for all other purposes whatsoever and, accordingly, shall not
be bound to recognize any equitable or other claim to or interest in such
Certificate or in the Securities represented by such Certificate on the part of
any Person, whether or not the Trust shall have actual or other notice thereof.


 


SECTION 9.4       Book
Entry Interests.  Unless otherwise
specified in the terms of the Trust Preferred Securities, the Trust Preferred
Securities Certificates, on original issuance, will be issued in the form of
one or more, fully registered, global Trust Preferred Security Certificates
(each a “Global Certificate”), to be delivered to DTC, the initial
Clearing Agency, by, or on behalf of, the Trust.  Such Global Certificates shall initially be
registered on the books and records of the Trust in the name of Cede &
Co., the nominee of DTC, and no Trust Preferred Security Beneficial Owner will
receive a definitive Trust Preferred Security Certificate representing such
Trust Preferred Security Beneficial Owner’s interests in such Global
Certificates, except as provided in Section 9.7.  Unless and until definitive, fully registered
Trust Preferred Security Certificates (the “Definitive Trust Preferred
Security Certificates”) have been issued to the Trust Preferred Security
Beneficial Owners pursuant to Section 9.7:


 


(a)        the
provisions of this Section 9.4 shall be in full force and effect;


 


(b)        the
Trust and the Trustees shall be entitled to deal with the Clearing Agency for
all purposes of this Declaration of Trust (including the payment of
Distributions on the Global Certificates and receiving approvals, votes or
consents hereunder) as the Holder of the Trust Preferred Securities and the
sole holder of the Global Certificates and shall have no obligation to the
Trust Preferred Security Beneficial Owners;


 


(c)        to
the extent that the provisions of this Section 9.4 conflict with any other
provisions of this Declaration of Trust, the provisions of this
Section 9.4 shall control; and


 


(d)        the
rights of the Trust Preferred Security Beneficial Owners shall be exercised
only through the Clearing Agency and shall be limited to those established by
law and agreements between such Trust Preferred Security Beneficial Owners and
the Clearing Agency and/or the Clearing Agency Participants and receive and
transmit payments of Distributions on the Global Certificates to such Clearing
Agency Participants.  DTC will make book
entry transfers among the Clearing Agency Participants.


 


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SECTION 9.5       Notices to Clearing Agency.  Whenever a notice or other communication to
the Trust Preferred Security Holders is required under this Declaration of
Trust, unless and until Definitive Trust Preferred Security Certificates shall
have been issued to the Trust Preferred Security Beneficial Owners pursuant to
Section 9.7, the Administrative Trustees shall give all such notices and
communications specified herein to be given to the Trust Preferred Security
Holders to the Clearing Agency, and shall have no notice obligations to the
Trust Preferred Security Beneficial Owners.


 


SECTION 9.6       Appointment of Successor Clearing
Agency.  If any Clearing Agency
elects to discontinue its services as a securities depositary with respect to
the Trust Preferred Securities, the Administrative Trustees may, in their sole
discretion, appoint a successor Clearing Agency with respect to such Trust
Preferred Securities.


 


SECTION 9.7       Definitive Trust Preferred Security
Certificates.  If


 


(a)        a Clearing Agency elects to discontinue its services as a
securities depositary with respect to the Trust Preferred Securities and a
successor Clearing Agency is not appointed within 90 days after such
discontinuance pursuant to Section 9.6; or


 


(b)        the Administrative Trustees elect after consultation with the
Sponsor to terminate the book entry system through the Clearing Agency with
respect to the Trust Preferred Securities, then:


 


(i)         Definitive Trust Preferred Security
Certificates shall be prepared by the Administrative Trustees on behalf of the
Trust with respect to such Trust Preferred Securities; and


 


(ii)        upon surrender of the Global
Certificates by the Clearing Agency, accompanied by registration instructions,
the Administrative Trustees shall cause Definitive Certificates to be delivered
to Trust Preferred Security Beneficial Owners in accordance with the
instructions of the Clearing Agency. 
Neither the Trustees nor the Trust shall be liable for any delay in
delivery of such instructions and each of them may conclusively rely on and
shall be protected in relying on, said instructions of the Clearing
Agency.  The Definitive Trust Preferred
Security Certificates shall be printed, lithographed or engraved or may be
produced in any other manner as is reasonably acceptable to the Administrative
Trustees, as evidenced by their execution thereof, and may have such letters,
numbers or other marks of identification or designation and such legends or
endorsements as the Administrative Trustees may deem appropriate, or as may be
required to comply with any law or with any rule or regulation made
pursuant thereto or with any rule or regulation of any stock exchange on
which Trust Preferred Securities may be listed, or to conform to usage.


 


SECTION 9.8       Mutilated, Destroyed, Lost or Stolen
Certificates.  If:


 


(a)        any mutilated Certificates should be surrendered to the
Administrative Trustees, or if the Administrative Trustees shall receive
evidence to their satisfaction of the destruction, loss or theft of any
Certificate; and


 


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(b)        there shall be delivered to the Administrative Trustees such
security or indemnity as may be required by them to keep each of them harmless,


 


then, in the absence of
notice that such Certificate shall have been acquired by a bona fide or
protected purchaser, any Administrative Trustee on behalf of the Trust shall
execute and deliver, in exchange for or in lieu of any such mutilated,
destroyed, lost or stolen Certificate, a new Certificate of like denomination.  In connection with the issuance of any new
Certificate under this Section 9.8, the Administrative Trustees may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in connection therewith.  Any duplicate Certificate issued pursuant to
this Section shall constitute conclusive evidence of an ownership interest
in the relevant Securities, as if originally issued, whether or not the lost,
stolen or destroyed Certificate shall be found at any time.


 


ARTICLE X.


 


LIMITATION OF LIABILITY OF HOLDERS 


OF SECURITIES, TRUSTEES OR OTHERS


 


SECTION 10.1     Liability.


 


(a)        Except as expressly set forth in this Declaration of Trust,
the Trust Preferred Securities Guarantee and the terms of the Securities, the
Sponsor shall not be:


 


(i)         personally liable for the return of any
portion of the capital contributions (or any return thereon) of the Holders of
the Securities which shall be made solely from assets of the Trust; and


 


(ii)        required to pay to the Trust or to any
Holder of Securities any deficit upon dissolution of the Trust or otherwise.


 


(b)        The Holder of the Common Securities shall be liable for all
of the debts and obligations of the Trust (other than with respect to the
Securities) to the extent not satisfied out of the Trust’s assets.


 


(c)        Pursuant to § 3803(a) of the Statutory Trust Act, the
Holders of the Trust Preferred Securities shall be entitled to the same
limitation of personal liability extended to stockholders of private
corporations for profit organized under the General Corporation Law of the
State of Delaware.


 


SECTION 10.2     Exculpation.


 


(a)        No Indemnified Person shall be liable, responsible or
accountable in damages or otherwise to the Trust or any Covered Person for any
loss, damage or claim incurred by reason of any act or omission performed or
omitted by such Indemnified Person in good faith on behalf of the Trust and in
a manner such Indemnified Person reasonably believed to be within the scope of
the authority conferred on such Indemnified Person by this Declaration of Trust
or by law, except that an Indemnified Person shall be liable for any such loss,
damage or claim incurred by 


 


-37-

















 


reason of such Indemnified Person’s gross negligence
(or negligence in the case of the Institutional Trustee) or willful misconduct
with respect to such acts or omissions.


 


(b)        An Indemnified Person shall be fully protected in relying in
good faith upon the records of the Trust and upon such information, opinions,
reports or statements presented to the Trust by any Person as to matters the
Indemnified Person reasonably believes are within such other Person’s
professional or expert competence and who has been selected with reasonable
care by or on behalf of the Trust, including information, opinions, reports or
statements as to the value and amount of the assets, liabilities, profits,
losses, or any other facts pertinent to the existence and amount of assets from
which Distributions to Holders of Securities might properly be paid.


 


SECTION 10.3     Fiduciary Duty.


 


(a)        To the extent that, at law or in equity, an Indemnified
Person has duties (including fiduciary duties) and liabilities relating thereto
to the Trust or to any other Covered Person, an Indemnified Person acting under
this Declaration of Trust shall not be liable to the Trust or to any other
Covered Person for its good faith reliance on the provisions of this
Declaration of Trust.  The provisions of
this Declaration of Trust, to the extent that they restrict or eliminate the
duties and liabilities of an Indemnified Person otherwise existing at law or in
equity (other than the duties imposed on the Institutional Trustee under the
Trust Indenture Act), are agreed by the parties hereto to replace such other
duties and liabilities of such Indemnified Person.


 


(b)        Unless otherwise expressly provided herein:


 


(i)         whenever a conflict of interest exists
or arises between any Covered Persons; or


 


(ii)        whenever this Declaration of Trust or
any other agreement contemplated herein or therein provides that an Indemnified
Person shall act in a manner that is, or provides terms that are, fair and
reasonable to the Trust or any Holder of Securities,


 


the Indemnified Person
shall resolve such conflict of interest, take such action or provide such
terms, considering in each case the relative interest of each party (including
its own interest) to such conflict, agreement, transaction or situation and the
benefits and burdens relating to such interests, any customary or accepted
industry practices, and any applicable generally accepted accounting practices
or principles.  In the absence of bad
faith by the Indemnified Person, the resolution, action or term so made, taken
or provided by the Indemnified Person shall not constitute a breach of this
Declaration of Trust or any other agreement contemplated herein or of any duty
or obligation of the Indemnified Person at law or in equity or otherwise.


 


(c)        Whenever in this Declaration of Trust an Indemnified Person
is permitted or required to make a decision:


 


(i)         in its “discretion” or under a grant of
similar authority, the Indemnified Person shall be entitled to consider such
interests and factors as it desires, including its own interests, and shall
have no duty or obligation to give any consideration to any interest of or
factors affecting the Trust or any other Person; or


 


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(ii)        in its “good faith” or under another
express standard, the Indemnified Person shall act under such express standard
and shall not be subject to any other or different standard imposed by this
Declaration of Trust or by applicable law.


 


SECTION 10.4     Indemnification.


 


(a)        (i) The Junior Subordinated Debt Securities Issuer shall
indemnify, to the full extent permitted by law, any Company Indemnified Person
who was or is a party or is threatened to be made a party to any threatened,
pending or completed action, suit or proceeding, whether civil, criminal,
administrative or investigative (other than an action by or in the right of the
Trust) by reason of the fact that he is or was a Company Indemnified Person
against expenses (including attorneys’ fees), judgments, fines and amounts paid
in settlement actually and reasonably incurred by him in connection with such
action, suit or proceeding if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Trust,
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his conduct was unlawful.  The
termination of any action, suit or proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the Company Indemnified Person did not act in
good faith and in a manner which he reasonably believed to be in or not opposed
to the best interests of the Trust, and, with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.


 


(ii)        The Junior Subordinated Debt Securities
Issuer shall indemnify, to the full extent permitted by law, any Company
Indemnified Person who was or is a party or is threatened to be made a party to
any threatened, pending or completed action or suit by or in the right of the
Trust to procure a judgment in its favor by reason of the fact that he is or
was a Company Indemnified Person against expenses (including attorneys’ fees)
actually and reasonably incurred by him in connection with the defense or
settlement of such action or suit if he acted in good faith and in a manner he
reasonably believed to be in or not opposed to the best interests of the Trust
and except that no such indemnification shall be made in respect of any claim,
issue or matter as to which such Company Indemnified Person shall have been
adjudged to be liable to the Trust unless and only to the extent that the Court
of Chancery of Delaware or the court in which such action or suit was brought
shall determine upon application that, despite the adjudication of liability
but in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses which such Court of Chancery
or such other court shall deem proper.


 


(iii)       To the extent that a Company Indemnified
Person shall be successful on the merits or otherwise (including dismissal of
an action without prejudice or the settlement of an action without admission of
liability) in defense of any action, suit or proceeding referred to in
paragraphs (i) and (ii) of this Section 10.4(a), or in defense
of any claim, issue or matter therein, he shall be indemnified, to the full
extent permitted by law, against expenses (including attorneys’ fees) actually
and reasonably incurred by him in connection therewith.


 


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(iv)       Any indemnification under paragraphs
(i) and (ii) of this Section 10.4(a) (unless ordered by a
court) shall be made by the Junior Subordinated Debt Securities Issuer only as
authorized in the specific case upon a determination that indemnification of
the Company Indemnified Person is proper in the circumstances because he has
met the applicable standard of conduct set forth in paragraphs (i) and
(ii).  Such determination shall be made
(1) by the Administrative Trustees by a majority vote of a quorum
consisting of such Administrative Trustees who were not parties to such action,
suit or proceeding, (2) if such a quorum is not obtainable, or, even if
obtainable, if a quorum of disinterested Administrative Trustees so directs, by
independent legal counsel in a written opinion, or (3) by the Common
Security Holder of the Trust.


 


(v)        Expenses (including attorneys’ fees)
incurred by a Company Indemnified Person in defending a civil, criminal,
administrative or investigative action, suit or proceeding referred to in
paragraphs (i) and (ii) of this Section 10.4(a) shall be
paid by the Junior Subordinated Debt Securities Issuer in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of such Company Indemnified Person to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified by the
Junior Subordinated Debt Securities Issuer as authorized in this
Section 10.4(a).  Notwithstanding
the foregoing, no advance shall be made by the Junior Subordinated Debt
Securities Issuer if a determination is reasonably and promptly made
(i) by the Administrative Trustees by a majority vote of a quorum of
disinterested Administrative Trustees, (ii) if such a quorum is not
obtainable, or, even if obtainable, if a quorum of disinterested Administrative
Trustees so directs, by independent legal counsel in a written opinion or
(iii) the Common Security Holder of the Trust, that, based upon the facts
known to the Administrative Trustees, counsel or the Common Security Holder at
the time such determination is made, such Company Indemnified Person acted in
bad faith or in a manner that such person did not believe to be in or not
opposed to the best interests of the Trust, or, with respect to any criminal
proceeding, that such Company Indemnified Person believed or had reasonable
cause to believe his conduct was unlawful. 
In no event shall any advance be made in instances where the
Administrative Trustees, independent legal counsel or Common Security Holder
reasonably determine that such person deliberately breached his duty to the
Trust or its Common or Trust Preferred Security Holders.


 


(vi)       The indemnification and advancement of
expenses provided by, or granted pursuant to, the other paragraphs of this
Section 10.4(a) shall not be deemed exclusive of any other rights to
which those seeking indemnification and advancement of expenses may be entitled
under any agreement, vote of stockholders or disinterested directors of the
Junior Subordinated Debt Securities Issuer or Trust Preferred Security Holders
of the Trust or otherwise, both as to action in his official capacity and as to
action in another capacity while holding such office.  All rights to indemnification under this
Section 10.4(a) shall be deemed to be provided by a contract between
the Junior Subordinated Debt Securities Issuer and each Company Indemnified
Person who serves in such capacity at any time while this
Section 10.4(a) is in effect. 
Any repeal or modification of this Section 10.4(a) shall not
affect any rights or obligations then existing.


 


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(vii)      The Junior Subordinated Debt Securities
Issuer may purchase and maintain insurance on behalf of any person who is or
was a Company Indemnified Person against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the Junior Subordinated Debt Securities Issuer would have the
power to indemnify him against such liability under the provisions of this
Section 10.4(a).


 


(viii)      For purposes of this Section 10.4(a),
references to “the Trust” shall include, in addition to the resulting or
surviving entity, any constituent entity (including any constituent of a
constituent) absorbed in a consolidation or merger, so that any person who is
or was a director, trustee, officer or employee of such constituent entity, or
is or was serving at the request of such constituent entity as a director, trustee,
officer, employee or agent of another entity, shall stand in the same position
under the provisions of this Section 10.4(a) with respect to the
resulting or surviving entity as he would have with respect to such constituent
entity if its separate existence had continued.


 


(ix)       The indemnification and advancement of
expenses provided by, or granted pursuant to, this
Section 10.4(a) shall, unless otherwise provided when authorized or
ratified, continue as to a person who has ceased to be a Company Indemnified
Person and shall inure to the benefit of the heirs, executors and
administrators of such a person.


 


(b)        The Junior Subordinated Debt Securities Issuer agrees to
indemnify the (i) Institutional Trustee, (ii) the Delaware Trustee,
(iii) any Affiliate of the Institutional Trustee and the Delaware Trustee,
and (iv) any officers, directors, shareholders, members, partners,
employees, representatives, custodians, nominees or agents of the Institutional
Trustee and the Delaware Trustee (each of the Persons in (i) through
(iv) being referred to as a “Fiduciary Indemnified Person”) for,
and to hold each Fiduciary Indemnified Person harmless against, any loss,
liability, claim, damage or expense incurred without negligence or bad faith on
its part, arising out of or in connection with the acceptance or administration
of the trust or trusts hereunder, including the costs and expenses (including
reasonable legal fees and expenses) of defending itself against or
investigating any claim or liability in connection with the exercise or
performance of any of its powers or duties hereunder.  The obligation to indemnify as set forth in
this Section 10.4(b) shall survive the resignation or removal of the
Institutional Trustee or the Delaware Trustee, as the case may be, and the
satisfaction and discharge of this Declaration of Trust.


 


SECTION 10.5     Outside Businesses.  Any Covered Person, the Sponsor, the Delaware
Trustee and the Institutional Trustee (subject to Section 5.3(c)) may
engage in or possess an interest in other business ventures of any nature or
description, independently or with others, similar or dissimilar to the
business of the Trust, and the Trust and the Holders of Securities shall have
no rights by virtue of this Declaration of Trust in and to such independent
ventures or the income or profits derived therefrom, and the pursuit of any
such venture, even if competitive with the business of the Trust, shall not be
deemed wrongful or improper or the breach of any duty at law, in equity or
otherwise.  No Covered Person, the
Sponsor, the Delaware Trustee, or the Institutional Trustee shall be obligated
to present any particular investment or other opportunity to the Trust even if
such opportunity is of a character that, if presented to the Trust, could be
taken by the Trust, and any Covered Person, the Sponsor, the Delaware Trustee
and the 


 


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Institutional Trustee shall have the right to take for its own account
(individually or as a partner or fiduciary) or to recommend to others any such
particular investment or other opportunity. 
Any Covered Person, the Delaware Trustee and the Institutional Trustee
may engage or be interested in any financial or other transaction with the
Sponsor or any Affiliate of the Sponsor, or may act as depositary for, trustee
or agent for, or act on any committee or body of holders of, securities or
other obligations of the Sponsor or its Affiliates.


 


ARTICLE XI.


 


ACCOUNTING


 


SECTION 11.1     Fiscal Year.  The fiscal year (“Fiscal Year”) of the
Trust shall be the calendar year, or such other year as is required by the
Code.


 


SECTION 11.2     Certain Accounting Matters.


 


(a)        At all times during the existence of the Trust, the
Administrative Trustees shall keep, or cause to be kept, full books of account,
records and supporting documents, which shall reflect in reasonable detail,
each transaction of the Trust.  The books
of account shall be maintained on the accrual method of accounting, in
accordance with generally accepted accounting principles, consistently
applied.  The Trust shall use the accrual
method of accounting for United States federal income tax purposes.


 


(b)        The Administrative Trustees shall cause to be prepared and
delivered to each of the Holders of Securities, to the extent, if any, required
by the Trust Indenture Act, within 90 days after the end of each Fiscal Year of
the Trust, annual financial statements of the Trust, including a balance sheet
of the Trust as of the end of such Fiscal Year, and the related statements of
income or loss;


 


(c)        The Administrative Trustees shall cause to be duly prepared
and delivered to each of the Holders of Securities, any annual United States
federal income tax information statement required by the Code, containing such
information with regard to the Securities held by each Holder as is required by
the Code and the Treasury Regulations. 
Notwithstanding any right under the Code to deliver any such statement
at a later date, the Administrative Trustees shall endeavor to deliver all such
statements within 30 days after the end of each Fiscal Year of the Trust.


 


(d)        The Administrative Trustees shall cause to be duly prepared
and filed with the appropriate taxing authority, an annual United States
federal income tax return, on a Form 1041 or such other form required by
United States federal income tax law, and any other annual income tax returns
required to be filed by the Administrative Trustees on behalf of the Trust with
any state or local taxing authority.


 


SECTION 11.3     Banking.  The Trust shall maintain one or more bank
accounts in the name and for the sole benefit of the Trust; provided, however,
that all payments of funds in respect of the Junior Subordinated Debt
Securities held by the Institutional Trustee shall be made directly to the
Institutional Trustee Account and no other funds of the Trust shall be
deposited in the Institutional Trustee Account. 
The sole signatories for such accounts shall be designated by 


 


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the Administrative Trustees; provided, however, that the Institutional
Trustee shall designate the signatories for the Institutional Trustee Account.


 


SECTION 11.4     Withholding.  The Trust and the Administrative Trustees
shall comply with all withholding requirements under United States federal,
state and local law.  The Trust shall
request, and the Holders shall provide to the Trust, such forms or certificates
as are necessary to establish an exemption from withholding with respect to
each Holder, and any representations and forms as shall reasonably be requested
by the Trust to assist it in determining the extent of, and in fulfilling, its
withholding obligations.  The
Administrative Trustees shall file required forms with applicable jurisdictions
and, unless an exemption from withholding is properly established by a Holder,
shall remit amounts withheld with respect to the Holder to applicable
jurisdictions.  To the extent that the
Trust is required to withhold and pay over any amounts to any authority with
respect to distributions or allocations to any Holder, the amount withheld
shall be deemed to be a distribution in the amount of the withholding to the
Holder.  In the event of any claimed
overwithholding, Holders shall be limited to an action against the applicable
jurisdiction.  If the amount required to
be withheld was not withheld from actual Distributions made to a specific Holder,
the Trust may reduce subsequent Distributions by the amount of such withholding
to such Holder.


 


ARTICLE XII.


 


AMENDMENTS AND MEETINGS


 


SECTION 12.1     Amendments.


 


(a)        Except as otherwise provided in this Declaration of Trust or
by any applicable terms of the Securities, this Declaration of Trust may only
be amended by a written instrument approved and executed by:


 


(i)         the Administrative Trustees (or, if there
are more than two Administrative Trustees a majority of the Administrative
Trustees);


 


(ii)        if the amendment affects the rights,
powers, duties, obligations or immunities of the Institutional Trustee, the
Institutional Trustee; and


 


(iii)       if the amendment affects the rights,
powers, duties, obligations or immunities of the Delaware Trustee, the Delaware
Trustee;


 


(b)        no amendment shall be made, and any such purported amendment
shall be void and ineffective:


 


(i)         unless, in the case of any proposed amendment,
the Institutional Trustee (and the Delaware Trustee to the extent it is
required to execute or consent to any such amendment) shall have first received
an Officers’ Certificate from each of the Trust and the Sponsor that such
amendment is permitted by, and conforms to, the terms of this Declaration of
Trust (including the terms of the Securities);


 


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(ii)        unless, in the case of any proposed
amendment which affects the rights, powers, duties, obligations or immunities
of the Institutional Trustee, the Institutional Trustee shall have first
received:


 


(A)       an Officers’ Certificate from each of the
Trust and the Sponsor that such amendment is permitted by, and conforms to, the
terms of this Declaration of Trust (including the terms of the Securities); and


 


(B)       an opinion of counsel (who may be counsel
to the Sponsor or the Trust) that such amendment is permitted by, and conforms
to, the terms of this Declaration of Trust (including the terms of the Securities);
and


 


(iii)       to the extent the result of such
amendment would be to:


 


(A)       cause the Trust to fail to continue to be
classified for purposes of United States federal income taxation as a domestic
grantor trust;


 


(B)       reduce or otherwise adversely affect the
powers of the Institutional Trustee in contravention of the Trust Indenture
Act; or


 


(C)       cause the Trust to be deemed to be an
Investment Company required to be registered under the Investment Company Act.


 


(c)        at such time after the Trust has issued any Securities that
remain outstanding, any amendment that would materially and adversely affect
the rights, privileges or preferences of any Holder of Securities may be
effected only with such additional requirements as may be set forth in the
terms of such Securities;


 


(d)        Section 9.1(c) and this Section 12.1 shall not
be amended without the consent of all of the Holders of the Securities;


 


(e)        Article IV shall not be amended without the consent of
the Holders of a Majority in liquidation amount of the Common Securities;


 


(f)         the rights of the Holders of the Common Securities under
Article V to increase or decrease the number of, and appoint and remove
Trustees shall not be amended without the consent of the Holders of a Majority
in liquidation amount of the Common Securities; and


 


(g)        subject to Section 12.1(c), this Declaration of Trust
may be amended without the consent of the Holders of the Securities to:


 


(i)         cure any ambiguity, correct or
supplement any provisions in this Declaration of Trust that may be defective or
inconsistent with any other provision, or to make any other provisions with
respect to matters or questions arising under this Declaration of Trust, which
may not be inconsistent with the other provisions of this Declaration of Trust;


 


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(ii)        modify, eliminate or add to any
provisions of this Declaration of Trust to such extent as shall be necessary to
ensure that the Trust will be classified for United States federal income tax
purposes as a domestic grantor trust at all times that any Securities are
outstanding, to ensure that the Trust will not be required to register as an
“investment company” under the Investment Company Act or to ensure the
treatment of the Trust Preferred Securities as Tier 1 regulatory capital of the
Sponsor under prevailing Federal Reserve Board rules and regulations;


 


(iii)       add to the covenants, restrictions or
obligations of the Sponsor;


 


(iv)       maintain the qualification of this
Declaration of Trust under the Trust Indenture Act; and


 


(v)        to modify, eliminate and add to any
provision of the Declaration of Trust to such extent as may be reasonably
necessary to effectuate any of the foregoing or to otherwise comply with
applicable law.


 


SECTION 12.2     Meetings of the Holders of Securities;
Action by Written Consent.


 


(a)        Meetings of the Holders of any class of Securities may be
called at any time by the Administrative Trustees (or as provided in the terms
of the Securities) to consider and act on any matter on which Holders of such
class of Securities are entitled to act under the terms of this Declaration of
Trust, the terms of the Securities or, if applicable, the rules of any
stock exchange on which the Trust Preferred Securities are listed or admitted
for trading.  The Administrative Trustees
shall call a meeting of the Holders of such class if directed to do so by the
Holders of Securities representing at least 10% in liquidation amount of such
class of Securities.  Such direction
shall be given by delivering to the Administrative Trustees one or more
consents in a writing stating that the signing Holders of Securities wish to
call a meeting and indicating the general or specific purpose for which the
meeting is to be called.  Any Holders of
Securities calling a meeting shall specify in writing the Security Certificates
held by the Holders of Securities exercising the right to call a meeting and
only those Securities specified shall be counted for purposes of determining
whether the required percentage set forth in the second sentence of this
paragraph has been met.


 


(b)        Except to the extent otherwise provided in the terms of the
Securities, the following provisions shall apply to meetings of Holders of
Securities:


 


(i)         notice of any such meeting shall be
given to all the Holders of Securities having a right to vote thereat at least
7 days and not more than 60 days before the date of such meeting.  Whenever a vote, consent or approval of the
Holders of Securities is permitted or required under this Declaration of Trust
or the rules of any stock exchange on which the Trust Preferred Securities
are listed or admitted for trading, if any, such vote, consent or approval may
be given at a meeting of the Holders of Securities.  Any action that may be taken at a meeting of
the Holders of Securities may be taken without a meeting and without prior
notice if a consent in writing setting forth the action so taken is signed by
the Holders of Securities owning not less than the minimum amount of Securities
in liquidation amount that would be necessary to authorize or take such action 


 


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at a meeting at which all Holders
of Securities having a right to vote thereon were present and voting.  Prompt notice of the taking of action without
a meeting shall be given to the Holders of Securities entitled to vote who have
not consented in writing.  The
Administrative Trustees may specify that any written ballot submitted to the
Security Holder for the purpose of taking any action without a meeting shall be
returned to the Trust within the time specified by the Administrative Trustees;


 


(ii)        each Holder of a Security may authorize
any Person to act for it by proxy on all matters in which a Holder of
Securities is entitled to participate, including waiving notice of any meeting,
or voting or participating at a meeting. 
No proxy shall be valid after the expiration of 11 months from the date
thereof unless otherwise provided in the proxy. 
Every proxy shall be revocable at the pleasure of the Holder of
Securities executing it.  Except as
otherwise provided herein, all matters relating to the giving, voting or
validity of proxies shall be governed by the General Corporation Law of the
State of Delaware relating to proxies, and judicial interpretations thereunder,
as if the Trust were a Delaware corporation and the Holders of the Securities
were stockholders of a Delaware corporation;


 


(iii)       each meeting of the Holders of the
Securities shall be conducted by the Administrative Trustees or by such other
Person that the Administrative Trustees may designate; and


 


(iv)       unless the Statutory Trust Act, this
Declaration of Trust, the terms of the Securities, the Trust Indenture Act or
the listing rules of any stock exchange on which the Trust Preferred
Securities are then listed or trading, if any, otherwise provides, the
Administrative Trustees, in their sole discretion, shall establish all other
provisions relating to meetings of Holders of Securities, including notice of
the time, place or purpose of any meeting at which any matter is to be voted on
by any Holders of Securities, waiver of any such notice, action by consent
without a meeting, the establishment of a record date, quorum requirements,
voting in person or by proxy or any other matter with respect to the exercise
of any such right to vote.


 


(c)        To the fullest extent permitted by the Statutory Trust Act, voting
and consensual rights with respect to the Trust available to or in favor of
holders or owners of Trust Preferred Securities and Trust Common Securities may
be exercised only by a United States person that is a beneficial owner of a
Trust Preferred Security or by a United States person acting as irrevocable
agent with discretionary powers for the beneficial owner of a Trust Security
that is not a United States person.  To
the fullest extent permitted by the Statutory Trust Act, Holders of Trust
Preferred Securities and Trust Common Securities that are not United States
Persons must irrevocably appoint a United States Person with discretionary powers
to act as their agent with respect to such voting and consensual rights.  For this purpose, a United States Person is
any person treated as a United States person as defined in section 7701(a)(30)
of the Code.


 


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ARTICLE XIII.



REPRESENTATIONS OF INSTITUTIONAL 

TRUSTEE AND DELAWARE TRUSTEE


 


SECTION 13.1     Representations and Warranties of
Institutional Trustee.  The Trustee
that acts as initial Institutional Trustee represents and warrants to the Trust
and to the Sponsor at the date of this Declaration of Trust, and each Successor
Institutional Trustee represents and warrants to the Trust and the Sponsor at
the time of the Successor Institutional Trustee’s acceptance of its appointment
as Institutional Trustee that:


 


(a)        the Institutional Trustee is a banking
corporation with trust powers, duly organized, validly existing and in good
standing under the laws of the jurisdiction of its incorporation, with trust
power and authority to execute and deliver, and to carry out and perform its
obligations under the terms of, this Declaration of Trust;


 


(b)        the Institutional Trustee has a combined
capital and surplus of at least fifty million U.S. dollars ($50,000,000).


 


(c)        the execution, delivery and performance
by the Institutional Trustee of the Declaration of Trust have been duly
authorized by all necessary corporate action on the part of the Institutional
Trustee.  The Declaration of Trust has
been duly executed and delivered by the Institutional Trustee, and it
constitutes a legal, valid and binding obligation of the Institutional Trustee,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, reorganization, moratorium, insolvency, and other similar laws
affecting creditors’ rights generally and to general principles of equity and
the discretion of the court (regardless of whether the enforcement of such
remedies is considered in a proceeding in equity or at law);


 


(d)        the execution, delivery and performance
of the Declaration of Trust by the Institutional Trustee do not conflict with
or constitute a breach of the Articles of Organization or By-laws of the
Institutional Trustee; and


 


(e)        no consent, approval or authorization
of, or registration with or notice to, any State or Federal banking authority
is required for the execution, delivery or performance by the Institutional
Trustee, of the Declaration of Trust.


 


SECTION 13.2     Representations and Warranties of
Delaware Trustee.  The Trustee that
acts as initial Delaware Trustee represents and warrants to the Trust and to
the Sponsor at the date of this Declaration of Trust, and each Successor
Delaware Trustee represents and warrants to the Trust and the Sponsor at the
time of the Successor Delaware Trustee’s acceptance of its appointment as Delaware
Trustee that:


 


(a)        The Delaware Trustee is a Delaware
banking corporation with trust powers, duly organized, validly existing and in
good standing under the laws of the State of Delaware, with power and authority
to execute and deliver, and to carry out and perform its obligations under the
terms of, the Declaration of Trust.


 


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(b)        The Delaware Trustee has been authorized
to perform its obligations under the Declaration of Trust.  The Declaration of Trust under Delaware law
constitutes a legal, valid and binding obligation of the Delaware Trustee,
enforceable against it in accordance with its terms, subject to applicable
bankruptcy, reorganization, moratorium, insolvency, and other similar laws affecting
creditors’ rights generally and to general principles of equity and the
discretion of the court (regardless of whether the enforcement of such remedies
is considered in a proceeding in equity or at law).


 


(c)        No consent, approval or authorization of,
or registration with or notice to, any State or Federal banking authority is
required for the execution, delivery or performance by the Delaware Trustee, of
the Declaration of Trust.


 


(d)        The Delaware Trustee is an entity which
maintains its principal place of business in the State of Delaware.


 


ARTICLE XIV.



MISCELLANEOUS


 


SECTION 14.1     Notices.  All notices provided for in this Declaration
of Trust shall be in writing, duly signed by the party giving such notice, and
shall be delivered, telecopied or mailed by registered or certified mail, as
follows:


 


(a)        if given to the Trust, in care of the
Administrative Trustees at the Trust’s mailing address set forth below (or such
other address as the Trust may give notice of to the Holders of the
Securities):


 


City National Capital
Trust I

City National Corporation

555 South Flower Street

Los Angeles, California  90071

Attention:  Administrative Trustees


 


(b)        if given to the Delaware Trustee, at the
mailing address set forth below (or such other address as Delaware Trustee may
give notice of to the Holders of the Securities):


 


BNY Mellon Trust of
Delaware

White Clay Center

Route 273

Newark, Delaware  19711

Attention:  Corporate Trust
Administration


 


(c)        if given to the Institutional Trustee,
at the mailing address set forth below (or such other address as the
Institutional Trustee may give notice of to the Holders of the Securities):


 


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The Bank of New York
Mellon Trust Company, N.A.

700 South Flower Street, 5th Floor


Los Angeles,
California  90017


Attention: Corporate Unit


 


(d)        if given to the Holder of the Common
Securities, at the mailing address of the Sponsor set forth below (or such
other address as the Holder of the Common Securities may give notice of to the
Trust):


 


City National Corporation

555 South Flower Street

Los Angeles, California  90071

Attention:  General Counsel


 


(e)        if given to any other Holder, at the
address set forth on the books and records of the Trust.


 


All such notices shall be
deemed to have been given when received in person, telecopied with receipt
confirmed, or mailed by first class mail, postage prepaid except that if a
notice or other document is refused delivery or cannot be delivered because of
a changed address of which no notice was given, such notice or other document
shall be deemed to have been delivered on the date of such refusal or inability
to deliver.


 


The Trustee agrees to
accept and act upon instructions or directions pursuant to this Declaration of
Trust sent by unsecured e-mail, pdf, facsimile transmission or other similar
unsecured electronic methods; provided, however, that (a) the party
providing such written instructions, subsequent to such transmission of written
instructions, shall provide the originally executed instructions or directions
to the Trustee in a timely manner, and (b) such originally executed
instructions or directions shall be signed by an authorized representative of
the party providing such instructions or directions.  If the party elects to give the Trustee
e-mail or facsimile instructions (or instructions by a similar electronic
method) and the Trustee in its discretion elects to act upon such instructions,
the Trustee’s understanding of such instructions shall be deemed controlling.  The Trustee shall not be liable for any
losses, costs or expenses arising directly or indirectly from the Trustee’s
reliance upon and compliance with such instructions notwithstanding such
instructions conflict or are inconsistent with a subsequent written instruction.  The party providing electronic instructions
agrees to assume all risks arising out of the use of such electronic methods to
submit instructions and directions to the Trustee, including without limitation
the risk of the Trustee acting on unauthorized instructions, and the risk or
interception and misuse by third parties.


 


SECTION 14.2     Governing Law; Waiver of Jury Trial.  This Declaration of Trust and the Securities
and the rights of the parties hereunder and thereunder shall be governed by and
interpreted in accordance with the laws of the State of Delaware and all rights
and remedies shall be governed by such laws without regard to principles of
conflict of laws.  EACH OF THE PARTIES
HERETO HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE
LAW, ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF
OR RELATING TO THIS DECLARATION OF TRUST, THE SECURITIES OR THE TRANSACTION
CONTEMPLATED HEREBY.


 


SECTION 14.3     Intention of the Parties.  It is the intention of the parties hereto
that the Trust be classified for United States federal income tax purposes as a
domestic grantor trust.  The provisions
of this Declaration of Trust shall be interpreted in a manner consistent with
this classification.


 


SECTION 14.4     Headings.  Headings contained in this Declaration of
Trust are inserted for convenience of reference only and do not affect the
interpretation of this Declaration of Trust or any provision hereof.


 


SECTION 14.5     Successors and Assigns.  Whenever in this Declaration of Trust any of
the parties hereto is named or referred to, the successors and assigns of such
party shall be deemed to be included, and all covenants and agreements in this
Declaration of Trust by the Sponsor and the Trustees shall bind and inure to
the benefit of their respective successors and assigns, whether so expressed.


 


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SECTION 14.6     Partial Enforceability.  If any provision of this Declaration of
Trust, or the application of such provision to any Person or circumstance,
shall be held invalid, the remainder of this Declaration of Trust, or the
application of such provision to Persons or circumstances other than those to
which it is held invalid, shall not be affected thereby.


 


SECTION 14.7     Counterparts.  This Declaration of Trust may contain more
than one counterpart of the signature page and this Declaration of Trust
may be executed by the affixing of the signature of each of the Trustees to one
of such counterpart signature pages.  All
of such counterpart signature pages shall be read as though one, and they
shall have the same force and effect as though all of the signers had signed a
single signature page.


 


THE RECEIPT AND
ACCEPTANCE OF A SECURITY OR ANY INTEREST THEREIN BY OR ON BEHALF OF A HOLDER OR
TRUST PREFERRED SECURITY BENEFICIAL OWNER, WITHOUT ANY SIGNATURE OR FURTHER
MANIFESTATION OF ASSENT, SHALL CONSTITUTE THE UNCONDITIONAL ACCEPTANCE BY THE
HOLDER AND ALL OTHERS HAVING A BENEFICIAL INTEREST IN SUCH SECURITY OF ALL THE
TERMS AND PROVISIONS OF THIS DECLARATION, THE TRUST PREFERRED SECURITIES
GUARANTEE AND THE INDENTURE, AND AGREEMENT TO THE SUBORDINATION PROVISIONS AND
OTHER TERMS OF THE TRUST PREFERRED SECURITIES GUARANTEE AND THE INDENTURE, AND
SHALL CONSTITUTE THE AGREEMENT OF THE TRUST, SUCH HOLDER AND SUCH OTHERS THAT
THE TERMS AND PROVISIONS OF THIS DECLARATION SHALL BE BINDING, OPERATIVE AND
EFFECTIVE AS BETWEEN THE TRUST AND SUCH HOLDER AND SUCH OTHERS.


 


-50-

















 


IN WITNESS WHEREOF, the undersigned
have caused these presents to be executed as of the day and year first above
written.


 


	
   

  	
   

  	
   

  
	
  Name:

  	
  Michael B. Cahill

  	
   

  
	
  Title:

  	
  Administrative Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Name: 

  	
  Donald Riechel

  	
   

  
	
  Title:

  	
  Administrative Trustee

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  BNY MELLON TRUST OF
  DELAWARE, as Delaware Trustee

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name: 

  	
  Kristine K. Gullo

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  THE BANK OF NEW YORK
  MELLON TRUST COMPANY, N.A.,

  
	
  as Institutional
  Trustee

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name: 

  	
  Teresa Petta

  	
   

  
	
  Title:

  	
  Vice President

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  CITY NATIONAL CORPORATION,

  
	
  as Sponsor

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
  Name: 

  	
  Michael B. Cahill

  	
   

  
	
  Title:

  	
  Executive Vice
  President, General Counsel and Secretary

  



 


-51-






 


 










 


ANNEX I


 


TERMS OF

[·]%
CUMULATIVE TRUST PREFERRED SECURITIES

COMMON SECURITIES


 


Pursuant to Section 7.1
of the Amended and Restated Declaration of Trust, dated as of [·], 2009 (as amended from time to time, the “Declaration
of Trust”), the designation, rights, privileges, restrictions, preferences
and other terms and provisions of the Trust Preferred Securities and the Common
Securities are set out below (each capitalized term used but not defined herein
has the meaning set forth in the Declaration of Trust or, if not defined in
such Declaration of Trust, as defined in the Prospectus referred to below):


 


1.  Designation and Number.


 


(a)  Trust Preferred
Securities.  [·] Trust Preferred Securities of the Trust
with an aggregate liquidation amount with respect to the assets of the Trust of
[·] dollars ($[·]), and a liquidation amount with respect to
the assets of the Trust of $1,000.00 per trust preferred security, are hereby
designated for the purposes of identification only as “ [·]% Cumulative Trust Preferred Securities”
(the “Trust Preferred Securities”). 
The Trust Preferred Security Certificates evidencing the Trust Preferred
Securities shall be substantially in the form of Exhibit A-1 to the
Declaration of Trust, with such changes and additions thereto or deletions
therefrom as may be required by ordinary usage, custom or practice or to
conform to the rules of any stock exchange on which the Trust Preferred
Securities are listed, if any.


 


(b)  Common
Securities.  10 Common Securities of
the Trust with an aggregate liquidation amount with respect to the assets of
the Trust of ten thousand dollars ($10,000), and a liquidation amount with
respect to the assets of the Trust of $1,000.00 per common security, are hereby
designated for the purposes of identification only as “Common Securities” (the “Common
Securities”).  The Common Security
Certificates evidencing the Common Securities shall be substantially in the
form of Exhibit A-2 to the Declaration of Trust, with such changes and
additions thereto or deletions therefrom as may be required by ordinary usage,
custom or practice.


 


2.  Distributions.


 


(a)  Distributions
payable on each Security will be fixed at a rate per annum of [·]% (the “Coupon Rate”) of the stated
liquidation amount of $1,000.00 per Security, such rate being the rate of
interest payable on the Junior Subordinated Debt Securities to be held by the
Institutional Trustee.  Distributions in
arrears beyond the first date such Distributions are payable (or would be
payable, if not for any Extended Interest Payment Period (as defined below) or
default by the Junior Subordinated Debt Securities Issuer on the Junior
Subordinated Debt Securities) will bear interest thereon compounded
semi-annually at the Coupon Rate (to the extent permitted by applicable
law).  The term “Distributions” as used
herein includes such cash distributions and any such interest payable unless
otherwise stated.  A Distribution is
payable only to the extent that payments are made in respect of the Junior
Subordinated Debt Securities held by the Institutional Trustee and to the
extent the Institutional Trustee has funds available therefor.  The 


 


I-1

















 


amount of Distributions
payable for any period will be computed for any full semi-annual Distribution
period on the basis of a 360-day year of twelve 30-day months, and for any
period shorter than a full semi-annual Distribution period for which Distributions
are computed, Distributions will be computed on the basis of a 30-day month
and, for periods less than a month, the actual number of days elapsed per
30-day month.


 


(b)  Distributions on
the Securities will be cumulative, will accrue from and including [·], 2009, and will be payable semi-annually in
arrears, on [·]
and [·] of
each year, commencing on [·],
2010.  When, as and if available for
payment, Distributions will be made by the Paying Agent, except as otherwise
described below.  The Junior Subordinated
Debt Securities Issuer has the right under the Indenture to defer payments of
interest on the Junior Subordinated Debt Securities from time to time for a
period not exceeding 10 consecutive semi-annual periods (each an “Extended
Interest Payment Period”), during which Extended Interest Payment Period no
interest shall be due and payable on the Junior Subordinated Debt Securities,
provided, that no Extended Interest Payment Period may extend beyond the date
of maturity of the Junior Subordinated Debt Securities.  As a consequence of the Junior Subordinated
Debt Securities Issuer’s election to defer payment of interest on the Junior
Subordinated Debt Securities, semi-annual Distributions will also be
deferred.  Despite such deferral,
semi-annual Distributions will continue to accrue with interest thereon (to the
extent permitted by applicable law) at the Coupon Rate compounded semi-annually
during any such Extended Interest Payment Period.  In the event that the Junior Subordinated
Debt Securities Issuer exercises its right to defer payment of interest on the
Junior Subordinated Debt Securities, then the Junior Subordinated Debt
Securities Issuer and its Subsidiaries shall not (a) declare or pay any
dividend on, make any distributions with respect to, or redeem, purchase,
acquire or make a liquidation payment with respect to, any of its capital stock
or the capital stock of its Subsidiaries, (b) make any payment of interest
on or principal of (or premium, if any, on), or repay, repurchase or redeem,
any debt securities issued by the Junior Subordinated Debt Securities Issuer
(including other junior subordinated debt securities or other junior
subordinated debt) that rank pari passu with or junior in interest to the
Junior Subordinated Debt Securities, or (c) make any guarantee payments on
any guarantee by the Junior Subordinated Debt Securities Issuer of the debt
securities of any of its Subsidiaries (including under other guarantees of
junior subordinated debt securities or other junior subordinated debt) if such
guarantee ranks pari passu with or junior in interest to the Junior
Subordinated Debt Securities (other than (i) dividends or distributions in
capital stock of the Junior Subordinated Debt Securities Issuer, (ii) payments
under the guarantee with respect to the Trust Preferred Securities and the
Common Securities, (iii) any declaration or payment of a dividend in
connection with the implementation of a shareholders’ rights plan, or the
issuance of stock under any such plan or the redemption or repurchase of any
such rights pursuant thereto, (iv) repurchases, redemptions or other
acquisitions of shares of capital stock of the Junior Subordinated Debt
Securities Issuer in connection with any employment contract, benefit plan or
other similar arrangement with or for the benefit of employees, officers,
directors or consultants, and (v) solely in the case of a Subsidiary of
the Junior Subordinated Debt Securities Issuer, any declaration or payment of
dividends or distributions on the capital stock of such Subsidiary to the
Junior Subordinated Debt Securities Issuer or one of its Affiliates).  Prior to the termination of any such Extended
Interest Payment Period, the Junior Subordinated Debt Securities Issuer may
further extend such Extended Interest Payment Period; provided, that such
Extended Interest 


 


I-2

















 


Payment Period, together
with all such previous and further extensions thereof, may not exceed 10
consecutive semi-annual periods; provided further, that no Extended Interest
Payment Period may extend beyond the maturity of the Junior Subordinated Debt
Securities.  Payments of deferred
Distributions and accrued interest thereon will be payable to Holders as they
appear on the books and records of the Trust on the first record date after the
end of the Extended Interest Payment Period. 
Upon the termination of any Extended Interest Payment Period and the
payment of all amounts then due, the Junior Subordinated Debt Securities Issuer
may commence a new Extended Interest Payment Period, subject to the above
requirements.  The Administrative
Trustees or, if the Institutional Trustee is the sole holder of the Junior
Subordinated Debt Securities, the Institutional Trustee, will give notice to
each Holder of any Extended Interest Payment Period within five days of their
receipt of notice thereof from the Junior Subordinated Debt Securities Issuer.


 


(c)  Distributions on
the Securities will be payable to the Holders thereof as they appear on the
books and records of the Trust at the close of business on the relevant record
dates.  While the Trust Preferred
Securities remain in book-entry only form, the relevant record dates shall be
one Business Day prior to the relevant payment dates which payment dates shall
correspond to the interest payment dates on the Junior Subordinated Debt
Securities.  Subject to any applicable
laws and regulations and the provisions of the Declaration of Trust, each such
payment in respect of the Trust Preferred Securities will be made as described
under the heading “Summary of Terms of Trust Preferred Securities—Distributions”
in the Prospectus dated [·] (the “Prospectus”), of the Trust
included in the Registration Statement on Form S-3 of the Sponsor and the
Trust.  The relevant record dates for the
Common Securities shall be the same record date as for the Trust Preferred
Securities.  If the Trust Preferred
Securities shall not continue to remain in book-entry only form, the relevant
record dates for the Trust Preferred Securities shall be the first days of the
months in which the relevant payment dates occur, which payment dates shall
correspond to the interest payment dates on the Junior Subordinated Debt
Securities.  Distributions payable on any
Securities that are not punctually paid on any Distribution payment date, as a
result of the Junior Subordinated Debt Securities Issuer having failed to make
a payment under the Junior Subordinated Debt Securities, will cease to be
payable to the Person in whose name such Securities are registered on the
relevant record date, and such defaulted Distribution will instead be payable
to the Person in whose name such Securities are registered on the special
record date or other specified date determined in accordance with the
Indenture.  If any date on which Distributions
are payable on the Securities is not a Business Day, then payment of the
Distribution payable on such date will be made on the next succeeding day that
is a Business Day (and without any interest or other payment in respect of any
such delay and no interest or other payment will accrue as a result of such
delay).


 


(d)  In the event that
there is any money or other property held by or for the Trust that is not
accounted for hereunder, such property shall be distributed Pro Rata (as
defined herein) among the Holders of the Securities.


 


3.  Liquidation Distribution Upon Dissolution.


 


(a)  In the event of
any voluntary or involuntary dissolution of the Trust, the Holders of the
Securities on the date of the dissolution will be entitled to receive out of
the assets of the Trust available for distribution to Holders of Securities
after satisfaction of liabilities of claims and obligations of the Trust
pursuant to Section 3808 of the Statutory Trust Act, distributions in an amount
equal to the aggregate of the stated liquidation amount of $1,000.00 per
Security plus accrued and unpaid Distributions thereon to the date of payment
(such amount


 


I-3

















 


being the “Liquidation
Distribution”), unless (i) such dissolution was in accordance with Section 8.1(a)(iv) of
the Declaration of Trust, or (ii) in connection with such dissolution, as
determined by the Sponsor, Junior Subordinated Debt Securities in an aggregate
principal amount equal to the aggregate stated liquidation amount of, with an
interest rate equal to the Coupon Rate, and bearing accrued and unpaid interest
in an amount equal to the accrued and unpaid Distributions on, such Securities
outstanding at such time, have been distributed on a Pro Rata basis to the
Holders of the Securities in exchange for such Securities.  Prior to any such Liquidation Distribution,
the Junior Subordinated Debt Securities Issuer will obtain any required
regulatory approval.


 


(b)  If, upon any such
dissolution, the Liquidation Distribution can be paid only in part because the
Trust has insufficient assets available to pay in full the aggregate
Liquidation Distribution, then the amounts payable directly by the Trust on the
Securities shall be paid on a Pro Rata basis.


 


(c)  On and from the
date fixed by the Administrative Trustees for any distribution of the Junior
Subordinated Debt Securities upon the dissolution of the Trust:  (i) the Securities will no longer be
deemed to be outstanding, (ii) DTC or its nominee (or any successor
Clearing Agency or its nominee), as the record Holder of the Trust Preferred
Securities, will receive a registered global certificate or certificates
representing the Junior Subordinated Debt Securities to be delivered upon such
distribution and (iii) any certificates representing Securities, except
for certificates representing Trust Preferred Securities held by DTC or its
nominee (or any successor Clearing Agency or its nominee), will be deemed to
represent beneficial interests in the Junior Subordinated Debt Securities
having an aggregate principal amount equal to the aggregate stated liquidation
amount of, with an interest rate identical to the Coupon Rate of, and accrued
and unpaid interest equal to accrued and unpaid Distributions on such Securities
until such certificates are presented to the Junior Subordinated Debt
Securities Issuer or its agent for transfer or reissue.


 


(d)  If the Junior
Subordinated Debt Securities are distributed to the Holders of the Securities,
pursuant to the terms of the Indenture, the Junior Subordinated Debt Securities
Issuer will use its best efforts to cause the Junior Subordinated Debt
Securities to be listed on any stock exchange on which the Trust Preferred
Securities were listed immediately prior to the distribution of the Junior
Subordinated Debt Securities.


 


4.  Redemption and Distribution.


 


(a)  Upon the repayment
of the Junior Subordinated Debt Securities, whether at maturity or upon
redemption (either (i) in whole or in part at any time after [·], 2014 at the option of the Junior
Subordinated Debt Securities Issuer or (ii) in whole but not in part at
any time pursuant to a Tax Event or a Capital Treatment Event as described
below), the proceeds from such repayment or payment shall be simultaneously
applied to redeem Securities having an aggregate liquidation amount equal to
the aggregate principal amount of the Junior Subordinated Debt Securities so
repaid or redeemed at a redemption price of, (x) in the case of a
redemption pursuant to clause (i), the price calculated as described in Section 4(c) (the
“Make-Whole Redemption Price”); and (y) in the case of redemption
pursuant to clause (ii), the principal amount of the Junior Subordinated Debt
Securities so repaid or redeemed plus an amount equal


 


I-4

















 


to accrued and unpaid
Distributions to the date of the redemption, in each case payable in cash (the “Mandatory
Redemption Price” and, together with the Make-Whole Redemption Price, the “Redemption
Prices” and each a “Redemption Price”).  Holders shall be given not less than 30 or
more than 60 days’ notice of such redemption. 
Prior to any such redemption, the Junior Subordinated Debt Securities
Issuer will obtain any required regulatory approval.


 


(b)  If fewer than all
the outstanding Securities are to be so redeemed, the Securities will be
redeemed Pro Rata and the Trust Preferred Securities to be redeemed will be as
described in Section 4(f)(ii) below.


 


(c)  Subject to
obtaining any required regulatory approval, the Junior Subordinated Debt
Securities Issuer shall have the right after [·], 2014 to redeem the Junior Subordinated
Debt Securities, in whole or in part, for cash in the amount equal to the
greater of (x) 100% of the principal amount of the Junior Subordinated
Debt Securities so repaid or redeemed and (y) the present value of scheduled
payments of principal and interest from the date of redemption to [·], 2040, on the Junior Subordinated Debt
Securities so repaid or redeemed, discounted to the redemption date on a
semi-annual basis (assuming a 360-day year consisting of twelve 30day months)
at a discount rate equal to the Treasury Rate plus a spread of [·]%, in each case, plus accrued and unpaid
interest to the redemption date.


 


For purposes of the above:


 


“Treasury Rate” means the
semi-annual equivalent yield to maturity of the Treasury Security that
corresponds to the Treasury Price (calculated in accordance with standard
market practice and computed as of the second trading day preceding the date of
the redemption);


 


“Treasury Security” means
the United States Treasury security that the Treasury Dealer determines would
be appropriate to use, at the time of determination and in accordance with
standard market practice, in pricing the Junior Subordinated Debt Securities
being redeemed in a tender offer based on a spread to United States Treasury
yields;


 


“Treasury Price” means the
bid-side price for the Treasury Security as of the third trading day preceding
the redemption date, as set forth in the daily statistical release (or any
successor release) published by the Federal Reserve Bank of New York on that
trading day and designated “Composite 3:30 p.m.  Quotations for U.S. Government Securities,”
except that:  (1) if that release
(or any successor release) is not published or does not contain that price
information on that trading day; or (2) if the Treasury Dealer determines
that the price information is not reasonably reflective of the actual bid-side
price of the Treasury Security prevailing at 3:30 p.m., New York City
time, on that trading day, then the Treasury Price will instead mean the
bid-side price for the Treasury Security at or around 3:30 p.m., New York
City time, on that trading day (expressed on a next trading day settlement
basis) as determined by the Treasury Dealer through such alternative means as
the Treasury Dealer considers to be appropriate under the circumstances; and


 


“Treasury Dealer” means J.P.
Morgan Securities Inc. (or its successor) or, if J.P. Morgan Securities Inc.
(or its successor) refuses to act as Treasury Dealer for this purpose or ceases
to be a primary U.S. Government securities dealer, another nationally
recognized investment banking


 


I-5

















 


firm that is a primary U.S.
Government securities dealer specified by the Junior Subordinated Debt
Securities Issuer for these purposes.


 


(d)  Subject to
obtaining any required regulatory approval, the Junior Subordinated Debt
Securities Issuer shall have the right to redeem the Junior Subordinated Debt
Securities, in whole or in part, for cash if, at any time, a Tax Event or a
Capital Treatment Event (each as defined below) shall occur and be continuing,
upon not less than 30 nor more than 60 days’ notice, within 90 days following
the occurrence of such Tax Event or Capital Treatment Event, and, following
such redemption, Securities with an aggregate liquidation amount equal to the
aggregate principal amount of the Junior Subordinated Debt Securities so
redeemed shall be redeemed by the Trust at the Mandatory Redemption Price on a
Pro Rata basis; provided, however, that if at the time there is available to
the Junior Subordinated Debt Securities Issuer or the Trust the opportunity to
eliminate, within such 90-day period, the Tax Event or Capital Treatment Event
by taking some ministerial action, such as filing a form or making an election
or pursuing some other similar reasonable measure that will have no adverse
effect on the Trust, the Junior Subordinated Debt Securities Issuer or the
Holders of the Securities, then the Junior Subordinated Debt Securities Issuer or
the Trust will pursue such measure in lieu of redemption.


 


“Tax Event” means the
receipt by the Junior Subordinated Debt Securities Issuer or the Trust of an
opinion of counsel experienced in such matters to the effect that, as a result
of any amendment to or change (including any prospective proposed change
announced after the original issuance of the Trust Preferred Securities) in the
laws or any regulations thereunder of the United States or any political
subdivision or taxing authority thereof or therein, or any official
administrative decision or judicial decision or administrative action or other
official pronouncement interpreting or applying the laws enumerated in the
preceding clause, there is more than an insubstantial risk that:  (i) the Trust is, or will be within 90
days of the date of such opinion, subject to United States federal income tax
with respect to income received or accrued on the Junior Subordinated Debt
Securities; (ii) interest payable by the Junior Subordinated Debt
Securities Issuer on the Junior Subordinated Debt Securities is not, or within
90 days of the date of such opinion, will not be, deductible by the Junior
Subordinated Debt Securities Issuer, in whole or in part, for United States
federal income tax purposes; or (iii) the Trust is, or will be within 90
days of the date of such opinion, subject to more than a de minimis amount of
other taxes (including withholding taxes), duties, assessments or other
governmental charges.


 


“Capital Treatment Event”
means the reasonable determination by the Junior Subordinated Debt Securities
Issuer that, as a result of any amendment to, or change (including any
prospective proposed change announced after the original issuance of the Trust
Preferred Securities) in, the laws, rules or regulations of the United
States or any political subdivision thereof or therein, or as the result of any
official administrative decision or judicial decision or administrative action
or other official pronouncement interpreting or applying such laws, rules or
regulations, which amendment or change is enacted or becomes effective or which
decision, action or pronouncement is announced after the date of original
issuance of the Trust Preferred Securities, there is more than an insubstantial
risk of impairment of the Junior Subordinated Debt Securities Issuer’s ability
to treat the Trust Preferred Securities as “Tier 1 Capital” (or the then
equivalent thereof) for purposes of the capital adequacy guidelines of the
Federal Reserve Board (or any successor regulatory authority with jurisdiction
over bank holding companies), as then in effect and applicable to the Junior
Subordinated Debt Securities Issuer; provided, however, that


 


I-6

















 


the distribution of the
Junior Subordinated Debt Securities in connection with the Liquidation of the
Trust by the Junior Subordinated Debt Securities Issuer shall not in and of
itself constitute a Capital Treatment Event unless such Liquidation shall have
occurred in connection with a Tax Event.


 


(e)  The Trust may not
redeem fewer than all the outstanding Securities unless all accrued and unpaid
Distributions have been paid on all Securities for all semi-annual Distribution
periods terminating on or before the date of redemption.


 


(f)  Redemption or
Distribution procedures will be as follows:


 


(i)  Notice of any
redemption of, or notice of distribution of Junior Subordinated Debt Securities
in exchange for the Securities (a “Redemption/Distribution Notice”) will
be given by the Trust by mail to each Holder of the Securities to be redeemed
or exchanged not fewer than 30 nor more than 60 days before the date fixed for
redemption or exchange thereof which, in the case of a redemption, will be the
date fixed for redemption of the Junior Subordinated Debt Securities.  For purposes of the calculation of the date
of redemption or exchange and the dates on which notices are given pursuant to
this Section 4(f)(i), a Redemption/Distribution Notice shall be deemed to
be given on the day such notice is first mailed by first-class mail, postage
prepaid, to the Holders of the Securities. 
Each Redemption/Distribution Notice shall be addressed to the Holders of
the Securities at the address of each such Holder appearing in the books and
records of the Trust.  No defect in the
Redemption/Distribution Notice or in the mailing of either thereof with respect
to any Holder shall affect the validity of the redemption or exchange
proceedings with respect to any other Holder.


 


(ii)  In the event that
fewer than all the outstanding Securities are to be redeemed, the Trust
Preferred Securities to be redeemed shall be redeemed Pro Rata from each Holder
of Trust Preferred Securities, it being understood that, in respect of Trust
Preferred Securities registered in the name of and held of record by DTC or its
nominee (or any successor Clearing Agency or its nominee), the distribution of
the proceeds of such redemption will be made to each Clearing Agency
Participant (or Person on whose behalf such nominee holds such securities) in
accordance with the procedures applied by such agency or nominee.


 


(iii)  If Securities
are to be redeemed and the Trust gives a Redemption/ Distribution Notice, which
notice may only be issued if the Junior Subordinated Debt Securities are
redeemed as set out in this Section 4 (which notice will be irrevocable),
then (A) while the Trust Preferred Securities are in book-entry only form,
with respect to the Trust Preferred Securities, by 12:00 noon, New York City
time, on the redemption date, provided, that the Junior Subordinated Debt
Securities Issuer has paid to the Institutional Trustee a sufficient amount of
cash in connection with the related redemption or maturity of the Junior
Subordinated Debt Securities, the Institutional Trustee will deposit irrevocably
with DTC or its nominee (or successor Clearing Agency or its nominee) funds
sufficient to pay the applicable Redemption Price with respect to the Trust
Preferred Securities and will give DTC (or any successor Clearing Agency)
irrevocable instructions and authority to pay such Redemption Price to the
Holders of the


 


I-7

















 


Trust Preferred Securities,
and (B) with respect to Trust Preferred Securities issued in definitive
form and Common Securities, provided, that the Junior Subordinated Debt
Securities Issuer has paid the Institutional Trustee a sufficient amount of
cash in connection with the related redemption or maturity of the Junior
Subordinated Debt Securities, the Paying Agent will pay the applicable
Redemption Price to the Holders of such Securities, upon surrender thereof, by
check mailed to the address of the relevant Holder appearing on the books and
records of the Trust on the redemption date. 
If a Redemption/Distribution Notice shall have been given and funds
deposited as required, if applicable, then immediately prior to the close of
business on the date of such deposit, distributions will cease to accrue on the
Securities so called for redemption and all rights of the Holders of such Securities
so called for redemption will cease, except the right of the Holders of such
Securities to receive the applicable Redemption Price, but without interest on
such Redemption Price.  Neither the
Administrative Trustees nor the Trust shall be required to register or cause to
be registered the transfer of any Securities that have been so called for
redemption.  The record date for any
payment under this Section 4 shall be determined as set forth in Section 2(c).  If any date fixed for redemption of Securities
is not a Business Day, then payment of the applicable Redemption Price payable
on such date will be made on the next succeeding day that is a Business Day
(and without any interest or other payment in respect of any such delay and no
interest or other payment will accrue as a result of the delay).  If payment of the applicable Redemption Price
in respect of any Securities is improperly withheld or refused and not paid by
the Paying Agent or by the Sponsor as guarantor pursuant to the Trust Preferred
Securities Guarantee, Distributions on such Securities will continue to accrue
from the original redemption date to the actual date of payment, in which case
the actual payment date will be considered the date fixed for redemption for
purposes of calculating such Redemption Price.


 


(iv) 
Redemption/Distribution Notices shall be sent by the Administrative Trustees on
behalf of the Trust to (A) in respect of the Trust Preferred Securities,
DTC or its nominee (or any successor Clearing Agency or its nominee) if the
Global Certificates have been issued or, if Definitive Trust Preferred Security
Certificates have been issued, to the Holder thereof and (B) in respect of
the Common Securities to the Holder thereof.


 


(v)  Subject to
applicable law (including, without limitation, United States federal securities
laws), the Junior Subordinated Debt Securities Issuer or its affiliates may at
any time and from time to time purchase outstanding Trust Preferred Securities
by tender, in the open market or by private agreement and no such action shall
be deemed a redemption for purposes of the Declaration of Trust or the terms of
the Trust Preferred Securities.


 


5.  Voting Rights - Trust Preferred Securities.


 


(a)  Except as provided
under Sections 5(b) and 7 and as otherwise required by law and the
Declaration of Trust, the Holders of the Trust Preferred Securities will have
no voting rights.


 


(b)  Subject to the
requirements set forth in this paragraph, the Holders of a Majority in
liquidation amount of the Trust Preferred Securities, voting separately as a
class, may direct the


 


I-8

















 


time, method, and place of
conducting any proceeding for any remedy available to the Institutional
Trustee, or direct the exercise of any trust or power conferred upon the
Institutional Trustee under the Declaration of Trust, including the right to
direct the Institutional Trustee, as holder of the Junior Subordinated Debt
Securities, to (i) direct the time, method and place of conducting any
proceeding for any remedy available to the Indenture Trustee, or exercise any
trust or power conferred on the Indenture Trustee with respect to the Junior
Subordinated Debt Securities, (ii) waive any past Indenture Event of
Default that is waivable under Section 5.6 of the Indenture, (iii) exercise
any right to rescind or annul a declaration that the principal of all the
Junior Subordinated Debt Securities shall be due and payable or (iv) consent
to any amendment, modification or termination of the Indenture or the Junior
Subordinated Debt Securities where such consent shall be required; provided,
however, that, where a consent or action under the Indenture would require the
consent or act of each holder of each Junior Subordinated Debt Security
affected thereby, such consent or action under the Indenture shall not be
effective until each Holder of Trust Preferred Securities shall have consented
to such action or provided such consent. 
The Institutional Trustee shall not revoke any action previously
authorized or approved by a vote of the Holders of the Trust Preferred
Securities.  Except with respect to
directing the time, method and place of conducting a proceeding for a remedy
available to the Institutional Trustee, the Institutional Trustee, as holder of
the Junior Subordinated Debt Securities, shall not take any of the actions
described in clauses (i), (ii), (iii) or (iv) above unless the
Institutional Trustee has obtained an opinion of a nationally recognized
independent tax counsel experienced in such matters to the effect that as a
result of such action, the Trust will not fail to be classified as a domestic grantor
trust for United States federal income tax purposes.  If the Institutional Trustee fails to enforce
its rights under the Junior Subordinated Debt Securities, to the fullest extent
permitted by law, any Holder of Trust Preferred Securities may directly
institute a legal proceeding against the Junior Subordinated Debt Securities
Issuer to enforce the Institutional Trustee’s rights under the Junior Subordinated
Debt Securities without first instituting a legal proceeding against the
Institutional Trustee or any other Person or entity.  If a Declaration Default has occurred and is
continuing and such event is attributable to the failure of the Junior Subordinated
Debt Securities Issuer to pay interest or principal on the Junior Subordinated
Debt Securities on the date such interest or principal is otherwise payable (or
in the case of redemption, on the redemption date), then a holder of Trust
Preferred Securities may also directly institute a proceeding for enforcement
of payment to such holder (a “Direct Action”) of the principal of or
interest on the Junior Subordinated Debt Securities having a principal amount
equal to the aggregate liquidation amount of the Trust Preferred Securities of
such holder on or after the respective due date specified in the Junior
Subordinated Debt Securities without first (i) directing the Institutional
Trustee to enforce the terms of the Junior Subordinated Debt Securities or (ii) instituting
a legal proceeding directly against the Junior Subordinated Debt Securities
Issuer to enforce the Institutional Trustee’s rights under the Junior
Subordinated Debt Securities.  Except as
provided in the preceding sentence, the Holders of Trust Preferred Securities
will not be able to exercise directly any other remedy available to the holders
of the Junior Subordinated Debt Securities. 
In connection with such Direct Action, the Junior Subordinated Debt
Securities Issuer will be subrogated to the rights of such Holder of Trust
Preferred Securities under the Declaration of Trust to the extent of any
payment made by the Junior Subordinated Debt Securities Issuer to such holder
of Trust Preferred Securities in such Direct Action.


 


Any required approval
or direction of Holders of Trust Preferred Securities may be given at a separate
meeting of Holders of Trust Preferred Securities convened for such purpose, at
a


 


I-9

















 


meeting of all of the
Holders of Securities or pursuant to written consent.  The Administrative Trustees will cause a
notice of any meeting at which Holders of Trust Preferred Securities are
entitled to vote to be mailed to each Holder of record of Trust Preferred
Securities.  Each such notice will
include a statement setting forth (i) the date and time of such meeting, (ii) a
description of any resolution proposed for adoption at such meeting on which
such Holders are entitled to vote and (iii) instructions for the delivery
of proxies.


 


No vote or consent of the
Holders of the Trust Preferred Securities will be required for the Trust to
redeem and cancel Trust Preferred Securities or to distribute the Junior
Subordinated Debt Securities in accordance with this Declaration of Trust and the
terms of the Securities.


 


Notwithstanding that Holders
of Trust Preferred Securities are entitled to vote or consent under any of the
circumstances described above, any of the Trust Preferred Securities that are
owned by the Sponsor or any Affiliate of the Sponsor shall not be entitled to
vote or consent and shall, for purposes of such vote or consent, be treated as
if they were not outstanding.


 


6.  Voting Rights - Common Securities.


 


(a)  Except as provided
under Sections 6(b), (c) and 7 as otherwise required by law and the
Declaration of Trust, the Holders of the Common Securities will have no voting
rights.


 


(b)  The Holders of the
Common Securities are entitled, in accordance with and subject to Article V
of the Declaration of Trust, to vote to appoint, remove or replace any Trustee
or to increase or decrease the number of Trustees.


 


(c)  Subject to Section 2.6
of the Declaration of Trust and only after the Declaration Default with respect
to the Trust Preferred Securities has been cured, waived, or otherwise
eliminated and subject to the requirements of the second to last sentence of
this paragraph, the Holders of a Majority in liquidation amount of the Common
Securities, voting separately as a class, may direct the time, method, and
place of conducting any proceeding for any remedy available to the
Institutional Trustee, or direct the exercise of any trust or power conferred
upon the Institutional Trustee under the Declaration of Trust, including (i) directing
the time, method, place of conducting any proceeding for any remedy available
to the Indenture Trustee, or exercising any trust or power conferred on the
Indenture Trustee with respect to the Junior Subordinated Debt Securities, (ii) waiving
any past Indenture Event of Default that is waivable under Section 5.6 of
the Indenture, or (iii) exercising any right to rescind or annul a
declaration that the principal of all the Junior Subordinated Debt Securities
shall be due and payable, provided that, where a consent or action under the
Indenture would require the consent or act of the Holders of greater than a
majority in principal amount of Junior Subordinated Debt Securities affected
thereby (a “Super Majority”), the Institutional Trustee may only give
such consent or take such action at the written direction of the Holders of at
least the proportion in liquidation amount of the Common Securities which the
relevant Super Majority represents of the aggregate principal amount of the
Junior Subordinated Debt Securities outstanding.  Pursuant to this Section 6(c), the
Institutional Trustee shall not revoke any action previously authorized or
approved by a vote of the Holders of the Trust Preferred Securities.  Except with respect to directing the time,
method and place of conducting any proceeding for any remedy available to the
Institutional Trustee or the Junior Subordinate Debt Securities Issuer as set
forth above, the


 


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Institutional Trustee shall
not take any action in accordance with the directions of the Holders of the
Common Securities under this paragraph unless the Institutional Trustee has
obtained an opinion of tax counsel to the effect that as a result of such
action, the Trust will not fail to be classified as a domestic grantor trust
for United States federal income tax purposes. 
If the Institutional Trustee fails to enforce its rights under the
Declaration of Trust, any Holder of Common Securities may institute a legal
proceeding directly against any Person to enforce the Institutional Trustee’s
rights under the Declaration of Trust, without first instituting a legal
proceeding against the Institutional Trustee or any other Person.


 


Any approval or direction of
Holders of Common Securities may be given at a separate meeting of Holders of
Common Securities convened for such purpose, at a meeting of all of the Holders
of Securities or pursuant to written consent. 
The Administrative Trustees will cause a notice of any meeting at which
Holders of Common Securities are entitled to vote to be mailed to each Holder
of record of Common Securities.  Each
such notice will include a statement setting forth (i) the date and time
of such meeting, (ii) a description of any resolution proposed for
adoption at such meeting on which such Holders are entitled to vote and (iii) instructions
for the delivery of proxies.


 


No vote or consent of the
Holders of the Common Securities will be required for the Trust to redeem and
cancel Common Securities or to distribute the Junior Subordinated Debt
Securities in accordance with the Declaration of Trust and the terms of the
Securities.


 


Voting and consensual rights
with respect to the Trust available to or in favor of holders or owners of
Trust Preferred Securities and Trust Common Securities may be exercised only by
a United States person that is a beneficial owner of a Trust Preferred Security
or by a United States person acting as irrevocable agent with discretionary
powers for the beneficial owner of a Trust Security that is not a United States
person.  Holders of Trust Preferred
Securities and Trust Common Securities that are not United States Persons must
irrevocably appoint a United States Person with discretionary powers to act as
their agent with respect to such voting and consensual rights. For this
purpose, a United States Person is any person treated as a United States person
as defined in section 7701(a)(30) of the Code.


 


7.  Amendments to Declaration of Trust and
Indenture.


 


(a)  In
addition to any requirements under Section 12.1 of the Declaration of
Trust, if any proposed amendment to the Declaration of Trust provides for, or
the Administrative Trustees otherwise propose to effect, (i) any action
that would materially and adversely affect the powers, preferences or special
rights of the Securities, whether by way of amendment to the Declaration of
Trust or otherwise, or (ii) the dissolution, winding-up or termination of
the Trust, other than as described in Section 8.1 of the Declaration of
Trust, then the Holders of outstanding Securities voting together as a single
class, will be entitled to vote on such amendment or proposal (but not on any
other amendment or proposal) and such amendment or proposal shall not be effective
except with the approval of the Holders of at least a Majority in liquidation
amount of the Securities, voting together as a single class; provided, however,
if any amendment or proposal referred to in clause (i) above would
materially and adversely affect only the Trust Preferred Securities or only the
Common Securities, then only the Holders of the affected class will be entitled
to vote on such amendment or proposal and such amendment or proposal shall not
be


 


I-11

















 


effective except with the
approval of Holders of a Majority in liquidation amount of such class of
Securities.


 


(b)  In the event the
consent of the Institutional Trustee as the holder of the Junior Subordinated
Debt Securities is required under the Indenture with respect to any amendment,
modification or termination on the Indenture or the Junior Subordinated Debt
Securities, the Institutional Trustee shall request the written direction of
the Holders of the Securities with respect to such amendment, modification or
termination and shall vote with respect to such amendment, modification or
termination as directed by a Majority in liquidation amount of the Securities
voting together as a single class; provided, however, that where a consent
under the Indenture would require the consent of a Super Majority, the
Institutional Trustee may only give such consent at the direction of the
Holders of at least the proportion in liquidation amount of the Securities
which the relevant Super Majority represents of the aggregate principal amount
of the Junior Subordinated Debt Securities outstanding; provided, further, that
the Institutional Trustee shall not take any action in accordance with the
directions of the Holders of the Securities under this Section 7(b) unless
the Institutional Trustee has obtained an opinion of tax counsel to the effect that
for the purposes of United States federal income tax the Trust will not be
classified as other than a domestic grantor trust on account of such action.


 


(c)  Notwithstanding
the foregoing, no amendment or modification may be made to the Declaration of
Trust if such amendment or modification would (i) cause the Trust to be
classified for purposes of United States federal income taxation as other than
a domestic grantor trust, (ii) reduce or otherwise adversely affect the
powers of the Institutional Trustee in contravention of the Trust Indenture Act
or (iii) cause the Trust to be deemed an “investment company” which is
required to be registered under the Investment Company Act.


 


8.  Pro Rata.


 


A reference in these terms
of the Securities to any payment, distribution or treatment as being “Pro Rata”
shall mean pro rata to each Holder of Securities according to the aggregate
liquidation amount of the Securities held by the relevant Holder in relation to
the aggregate liquidation amount of all Securities outstanding unless, in
relation to a payment, a Declaration Default has occurred and is continuing, in
which case any funds available to make such payment shall be paid first to each
Holder of the Trust Preferred Securities pro rata according to the aggregate
liquidation amount of Trust Preferred Securities held by the relevant Holder
relative to the aggregate liquidation amount of all Trust Preferred Securities
outstanding, and only after satisfaction of all amounts owed to the Holders of
the Trust Preferred Securities, to each Holder of Common Securities pro rata
according to the aggregate liquidation amount of Common Securities held by the
relevant Holder relative to the aggregate liquidation amount of all Common
Securities outstanding.


 


9.  Ranking.


 


The Trust Preferred
Securities rank pari passu and payment thereon shall be made Pro Rata with the
Common Securities except that, where an Indenture Event of Default occurs and
is continuing under the Indenture in respect of the Junior Subordinated Debt
Securities held by the Institutional Trustee, the rights of Holders of the
Common Securities to payment in respect of


 


I-12

















 


Distributions and payments
upon liquidation, redemption and otherwise are subordinated to the rights to
payment of the Holders of the Trust Preferred Securities.


 


10.  Acceptance of Trust Preferred Securities
Guarantee and Indenture.


 


Each Holder of Trust
Preferred Securities and Common Securities, by the acceptance thereof, agrees
to the provisions of the Trust Preferred Securities Guarantee, including the
subordination provisions therein and to the provisions of the Indenture.


 


11.  No Preemptive Rights.


 


The Holders of the
Securities shall have no preemptive or similar rights to subscribe for any
additional securities.


 


12.  Miscellaneous.


 


These terms constitute a
part of the Declaration of Trust.


 


The Sponsor will provide a
copy of the Declaration of Trust or the Trust Preferred Securities Guarantee,
and the Indenture to a Holder without charge on written request to the Sponsor
at its principal place of business.


 


I-13














 


EXHIBIT A-1


 


FORM OF TRUST PREFERRED
SECURITY CERTIFICATE


 


THIS TRUST PREFERRED SECURITY IS A GLOBAL CERTIFICATE WITHIN THE
MEANING OF THE DECLARATION HEREINAFTER REFERRED TO AND IS REGISTERED IN THE
NAME OF THE DEPOSITORY TRUST COMPANY (THE “DEPOSITARY”) OR A NOMINEE OF THE
DEPOSITARY.  THIS TRUST PREFERRED
SECURITY IS EXCHANGEABLE FOR TRUST PREFERRED SECURITIES REGISTERED IN THE NAME
OF A PERSON OTHER THAN THE DEPOSITARY OR ITS NOMINEE ONLY IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE DECLARATION AND NO TRANSFER OF THIS TRUST
PREFERRED SECURITY (OTHER THAN A TRANSFER OF THIS TRUST PREFERRED SECURITY AS A
WHOLE BY THE DEPOSITARY TO A NOMINEE OF THE DEPOSITARY OR BY A NOMINEE OF THE
DEPOSITARY TO THE DEPOSITARY OR ANOTHER NOMINEE OF THE DEPOSITARY) MAY BE REGISTERED
EXCEPT IN LIMITED CIRCUMSTANCES.


 


UNLESS THIS TRUST PREFERRED SECURITY IS PRESENTED BY AN AUTHORIZED
REPRESENTATIVE OF THE DEPOSITARY (55 WATER STREET, NEW YORK, NEW YORK) TO THE
TRUST OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT, AND ANY
TRUST PREFERRED SECURITY ISSUED IS REGISTERED IN THE NAME OF CEDE &
CO. OR SUCH OTHER NAME AS REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY AND ANY PAYMENT HEREON IS MADE TO CEDE & CO., ANY TRANSFER,
PLEDGE OR OTHER USE HEREOF FOR VALUE OR OTHERWISE BY A PERSON IS WRONGFUL SINCE
THE REGISTERED OWNER HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.


 


A1-1

















 


	
  Certificate Number

  	
   

  	
  Number of Trust
  Preferred Securities

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  CUSIP NO. [·]

  
	
   

  	
   

  	
   

  



 


Certificate
Evidencing Trust Preferred Securities


 


Of


 


CITY
NATIONAL CAPITAL TRUST I

[·]% Cumulative Trust Preferred Securities

(Liquidation Amount $1,000 per Trust Preferred Security)


 


CITY
NATIONAL CAPITAL TRUST I, a statutory trust formed under the laws of the State
of Delaware (the “Trust”), hereby certifies that                     
(the “Holder”) is the registered owner of                         
( ) trust preferred securities of the Trust representing undivided beneficial
interests in the assets of the Trust designated the [·]% Cumulative Trust Preferred Securities (the
“Trust Preferred Securities”). 
The Trust Preferred Securities are transferable on the books and records
of the Trust, in person or by a duly authorized attorney, upon surrender of this
certificate duly endorsed and in proper form for transfer.  The designation, rights, privileges,
restrictions, preferences and other terms and provisions of the Trust Preferred
Securities are set forth in, and this certificate and the Trust Preferred Securities
represented hereby are issued and shall in all respects be subject to, the
provisions of the Amended and Restated Declaration of Trust of the Trust dated
as of [·], 2009, as the same may be amended from time
to time (the “Declaration of Trust”), including the designation of the
terms of the Trust Preferred Securities as set forth in Annex I thereto.  Capitalized terms used herein but not defined
shall have the meaning given them in the Declaration of Trust.  The Holder is entitled to the benefits of the
Trust Preferred Securities Guarantee to the extent provided therein.  The Sponsor will provide a copy of the
Declaration of Trust, the Trust Preferred Securities Guarantee and the
Indenture to a Holder without charge upon written request to the Sponsor at its
principal place of business.


 


The
Holder of this certificate, by accepting this certificate, is deemed to have (i) agreed
to the terms of the Indenture and the Junior Subordinated Debt Securities,
including that the Junior Subordinated Debt Securities are subordinate and
junior in right of payment to all Senior Indebtedness (as defined in the
Indenture) and (ii) agreed to the terms of the Trust Preferred Securities
Guarantee, including that the Trust Preferred Securities Guarantee is
subordinate and junior in right of payment to all Senior Indebtedness in the
same manner and to the same extent as the Junior Subordinated Debt Securities.


 


Upon
receipt of this certificate, the Holder is bound by the Declaration of Trust
and is entitled to the benefits thereunder.


 


By
acceptance, the Holder agrees to treat, for United States federal income tax
purposes, the Junior Subordinated Debt Securities as indebtedness and the Trust
Preferred Securities as evidence of indirect beneficial ownership in the Junior
Subordinated Debt Securities.


 


This
Certificate shall be governed by the laws of the State of Delaware.


 


A1-2

















 


IN
WITNESS WHEREOF, the Trust has executed this certificate this             
day of [·], 2009.


 


 


	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title: Administrative Trustee

  	
   

  
			



 


A1-3

















 


CERTIFICATE
OF AUTHENTICATION


 


This
certificate represents the Trust Preferred Securities referred to in the
within-mentioned Declaration of Trust.


 


 


	
  Dated: [·],
  2009

  	
   

  
	
   

  	
   

  
	
  [·],

  	
   

  
	
  as Institutional Trustee

  	
   

  
	
   

  	
   

  
	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 


A1-4

















 


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned assigns and transfers this Trust
Preferred Security Certificate to:


 


(Insert assignee’s social security or tax identification number)


 


 


(Insert address and zip code of assignee)


 


 


and irrevocably appoints

as agent to transfer this Trust Preferred Security Certificate on the books of
the Trust.  The agent

may substitute another to act for him or her.


 


	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  
				



 


(Sign exactly as your name appears on the other side of this Trust
Preferred Security Certificate)


 


A1-5

















 


EXHIBIT A-2


 


FORM OF COMMON SECURITY
CERTIFICATE


 


TRANSFER OF THIS CERTIFICATE IS SUBJECT TO THE CONDITIONS SET FORTH IN
THE DECLARATION REFERRED TO BELOW.


 


A2-1

















 


	
  Certificate Number

  	
   

  	
  Number of Common Securities

  



 


 


Certificate
Evidencing Common Securities


 


of


 


CITY
NATIONAL CAPITAL TRUST I


 


Common
Securities

(Liquidation Amount $1,000 per Common Security)


 


CITY
NATIONAL CAPITAL TRUST I, a statutory trust formed under the laws of the State
of Delaware (the “Trust”), hereby certifies that City National Corporation, a
Delaware corporation (the “Holder”), is the registered owner of                 
(                  )
common securities of the Trust representing undivided beneficial interests in
the assets of the Trust designated the Common Securities (the “Common
Securities”).  The Common Securities
are transferable on the books and records of the Trust, in person or by a duly
authorized attorney, upon surrender of this certificate duly endorsed and in
proper form for transfer and satisfaction of the other conditions set forth in
the Declaration of Trust (as defined below), including, without limitation, Section 9.1
thereof.  The designation, rights,
privileges, restrictions, preferences and other terms and provisions of the
Common Securities represented hereby are issued and shall in all respects be
subject to the provisions of the Amended and Restated Declaration of Trust of
the Trust dated as of [·], 2009, as the same may be amended from time
to time (the “Declaration of Trust”), including the designation of the
terms of the Common Securities as set forth in Annex I thereto.  Capitalized terms used herein but not defined
shall have the meaning given them in the Declaration of Trust.  The Sponsor will provide a copy of the
Declaration of Trust and the Indenture to a Holder without charge upon written
request to the Sponsor at its principal place of business.


 


Upon
receipt of this certificate, the Holder is bound by the Declaration of Trust
and is entitled to the benefits thereunder.


 


The
Holder of this certificate, by accepting this certificate, is deemed to have
agreed to the terms of the Indenture and the Junior Subordinated Debt
Securities, including that the Junior Subordinated Debt Securities are
subordinate and junior in right of payment to all Senior Indebtedness (as
defined in the Indenture) as and to the extent provided in the Indenture.


 


By
acceptance, the Holder agrees to treat, for United States federal income tax
purposes, the Junior Subordinated Debt Securities as indebtedness and the
Common Securities as evidence of indirect beneficial ownership in the Junior
Subordinated Debt Securities.


 


This
Certificate shall be governed by the laws of the State of Delaware.


 


A2-2

















 


IN
WITNESS WHEREOF, the Trust has executed this certificate this                 
day of [·], 2009.


 


 


	
   

  	
   

  
	
  Name:

  	
   

  
	
  Title: Administrative Trustee

  	
   

  



 


A2-3

















 


CERTIFICATE
OF AUTHENTICATION


 


This
certificate represents the Common Securities referred to in the
within-mentioned Declaration of Trust.


 


 


Dated: [·]     , 2009


 


 


THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.,


as Institutional Trustee


 


	
  By:

  	
   

  	
   

  
	
   

  	
  Authorized Signatory

  	
   

  



 


A2-4

















 


ASSIGNMENT


 


FOR VALUE RECEIVED, the undersigned assigns and transfers this Common
Security Certificate to:


 


(Insert assignee’s social security or tax identification number)


 


 


(Insert address and zip code of assignee)


 


 


and irrevocably appoints as agent to transfer this Common Security
Certificate on the books of the Trust. The agent may substitute another to act
for him or her.


 


	
  Date:

  	
   

  	
   

  
	
   

  	
   

  
	
  Signature:

  	
   

  	
   

  
				



 


(Sign exactly as your name appears on the other side of this Common
Security Certificate)


 


A2-5